Nepra Foods to issue 6.96 million shares for debt

Executive Summary

• Nepra Foods Inc. will convert $487,849.10 of outstanding debt into 6,969,273 common shares at a price of $0.10 per share.
• The conversion is being executed with an insider lender who is also a director, CEO, and largest shareholder, qualifying as a related‑party transaction under MI 61‑101.
• Independent directors have unanimously concluded that the company is in serious financial difficulty and that the conversion will improve its financial position.

Key Details

• Debt Amount: $475,000 principal plus accrued interest and other amounts, totaling $487,849.10 (U.S.).
• Conversion Price: $0.10 per common share.
• Shares Issued: 6,969,273 common shares will be issued to satisfy the debt obligation.
• Closing Timeline: Expected to close as soon as practicable, but no later than five business days from the date of the announcement, subject to CSE policies.
• Related‑Party Transaction: Lender is an insider (director, CEO, largest shareholder); transaction relies on MI 61‑101 exemptions for valuation and minority approval.
• Independent Director Findings: All independent directors determined:
• The company is in serious financial difficulty.
• The conversion is designed to improve the company's financial position.
• Terms are reasonable under the circumstances.
• Security Release: Upon closing, all existing security held by the lender will be released and discharged; Nepra Foods will have no further obligations under the note agreement.
• Regulatory Filings: No material change report filed 21 days prior to closing because transaction structure was not yet confirmed at that time.

Notable Quotes

(No direct quotes were provided in the release.)