Cansortium Inc. (CSE:TIUM.U) (OTCQB: CNTMF) (“Cansortium” or the “Company“), a vertically integrated cannabis company with operations in Florida, Texas, Michigan and Pennsylvania, announces an amendment to its convertible notes (the “Notes“) which were previously issued in February of 2019. At that time, the Company completed a convertible note private placement financing (the “Convertible Note Financing“) through the issuance of the Notes in the aggregate principal amount of U.S.$10,000,021.50 at 12% interest per annum with a maturity date of eighteen (18) months. The Company completed the Convertible Note Financing in four (4) tranches, on February 13, 14, 15 and 25, 2019.
Pursuant to a recent meeting of Noteholders, the Company has reached an agreement with the holders of the Notes (the “Noteholders“) to extend the maturity date of the Notes until December 31, 2020; and if Noteholders representing more than 50% of the principal and accrued and unpaid interest owing under the Notes agree in writing (without the necessity of calling a further meeting of Noteholders), then the maturity date of the Notes shall be automatically further extended until February 28, 2021.
The Company has agreed to issue common shares of the Company at a deemed value of U.S.$0.45 per common share, in satisfaction of all unpaid interest on the Notes accrued up to August 15, 2020, being U.S.$1,962,485.62.
The Company has also agreed to pay an extension fee equivalent to 1% of the total principal amount and accrued interest outstanding on the Notes as at August 15, 2020 (the “Extension Fee“), being U.S.$119,265.07. The Extension Fee will be satisfied by the Company through the issuance of common shares of the Company at U.S.$0.45 per share to the Noteholders on a pro-rata basis.
All other terms of the Notes remain unchanged such that, at the option of the Noteholder, the principal amount of each Note is convertible into Note Units (as herein defined) at any time at U.S.$2.00 per unit. The accrued interest on each Note at the time of conversion is convertible into Note Units at the closing trading price of the Company’s common shares on the CSE on the trading day prior to conversion. Each “Note Unit” is comprised of one (1) common share of the Company and one-half of one common share purchase warrant. Each such whole warrant will entitle the holder thereof to purchase one (1) common share of the Company at an exercise price of U.S.$2.60 for a period of 24 months from the applicable closing date of the Convertible Note Financing.
The Company’s indirect wholly owned subsidiary, Cansortium Holdings LLC, provided a guarantee and a pledge agreement for its membership interests held in Cansortium Texas, LLC in favour of the Noteholders.
About Cansortium Inc.
Headquartered in Miami, Florida, and operating under the Fluent™ brand, Cansortium is focused on being the highest quality cannabis company in the State of Florida driven by unrelenting commitment to operational excellence from seed to sale. Cansortium has developed strong proficiencies in each of cultivation, processing, retail, and distribution activities, the result of successfully operating in the highly regulated cannabis industry. In addition to Florida, Cansortium is seeking to create significant shareholder value in the attractive markets of Texas, Michigan and Pennsylvania, where the Company has secured licenses and established operations.
Cansortium Inc.’s common shares and warrants trade on the CSE under the symbol “TIUM.U” and “TIUM.WT.U”, respectively, and on the OTCQB Venture Market under the symbol (OTCQB: CNTMF). Investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com.
