Purebread Brands Inc. Announces Proposed Debt Settlement and Closing of Previously Announced Debt Settlement

Executive Summary

• Purebread Brands Inc. entered into a debt settlement agreement converting $1,974,588 of indebtedness into 1,579,670 settlement units at $1.25 per unit.
• An additional issuance of 532,322 common shares at $1.25 each settled US$484,000 (C$665,403.20) of accrued debt, increasing total outstanding common shares to 28,098,585.
• All securities are subject to a four‑month hold period and the transaction awaits TSX Venture Exchange approval; the creditor will become an insider post‑settlement.

Key Details

• Debt Settlement Structure:
• Conversion of $1,974,588 debt into 1,579,670 “Settlement Units” at $1.25 per unit.

• Each Settlement Unit = 1 common share + ½ warrant (exercisable at $2.50 per share for three years).

• Additional Shares Issued:

• 532,322 common shares issued at $1.25 per share to settle US$484,000 (C$665,403.20) of debt.

• Pre‑issuance common shares: 27,566,263; post‑issuance common shares: 28,098,585.

• Hold Period & Restrictions:

• All Settlement Units and Settlement Shares subject to a four‑month hold period per Canadian securities law.

• Additional restrictions may apply under foreign jurisdictions.

• Regulatory Approval:

• Transaction is conditional upon approval by the TSX Venture Exchange.

• Insider Status:

• Upon closing, the creditor will be deemed an “insider” under applicable securities regulations and TSX Venture Exchange policies.

• Use of Proceeds / Impact:

• Settlement fully extinguishes the referenced indebtedness, improving balance‑sheet leverage and reducing cash outflows for debt service.

Notable Quotes

(No direct quotes were provided in the release.)