Nepra Foods Announces Closing of Debt Conversion

Executive Summary

• Nepra Foods Inc. completed a debt‑to‑equity conversion, converting USD $487,849.10 of outstanding debt into 6,969,273 common shares.
• The transaction was executed with William Hogan, the company’s CEO, director and largest shareholder, and is intended to improve the Company’s financial position.
• All newly issued shares are subject to a statutory hold period of four months plus one day and are restricted securities under U.S. law.

Key Details

• Conversion Amount: USD $487,849.10 of debt converted.
• Shares Issued: 6,969,273 common shares issued to the Lender (William Hogan).
• Hold Period: Shares subject to a statutory hold period of four months plus one day per securities legislation.
• U.S. Offering Restrictions: Shares are not registered under the U.S. Securities Act and may only be offered/sold in the U.S. as “restricted securities” pursuant to Rule 144(a)(3).
• Related‑Party Nature: The Lender is an insider (CEO, director, largest shareholder); transaction qualifies as a related‑party transaction under MI 61‑101.
• Exemptions Relied Upon:
• Section 5.5(b) – exemption from formal valuation requirement (no securities listed on prescribed exchanges).
• Section 5.7(1)(e) – exemption from minority shareholder approval requirement.
• Independent Director Findings: Unanimously determined that:
• The Company is in serious financial difficulty.
• The conversion improves the Company’s financial position.
• Transaction terms are reasonable under the circumstances.
• Material Change Report: Not filed 21 days prior to closing because transaction structure was not finalized at that time.

Notable Quotes

(No direct quotes were provided in the release.)