Prophecy Defi to convert debentures into 615.74M shares

Executive Summary

• Prophecy Defi Inc. will amend and forcibly convert $5.36 million of its convertible debentures into approximately 615.7 million common shares at a C$0.01 conversion price, effective around Oct. 17 2025.
• The amendment simplifies the company’s capital structure and is intended to support long‑term value creation.
• An additional $67,000 of debentures issued as compensation will remain unchanged under their existing terms.

Key Details

• Debenture Amendment: Supplemental convertible debenture indenture to be executed with TSX Trust Company; all principal and accrued interest on the $5.36 M debentures will be automatically converted into common shares.
• Conversion Terms: Conversion price set at C$0.01 per share, resulting in issuance of ~615,744,889 common shares.
• Effective Date: Conversion expected on or around October 17, 2025.
• Exempt Debentures: $67,000 principal amount debentures issued to an agent for services will not be affected by the amendment and will continue under current terms.
• Reference Documents: Original convertible debenture indenture (Dec 23 2021), first supplemental indenture (Dec 13 2024), and prior news releases (Dec 23 2021, Nov 7 2024, Jun 10 2025) are available on the company’s SEDAR+ profile.

Notable Quotes

• “We would like to extend our gratitude to our debentureholders. The amendments enable the company to simplify its capital structure and concentrate on advancing opportunities that support long‑term value creation for all of its stakeholders.” – John McMahon, CEO, Prophecy Defi Inc.