Toronto, Ontario – (Newsfile Corp. – April 24, 2023) – Tenet Fintech Group Inc. (CSE:PKK) (OTC:PKKFF) (“Tenet” or “Company“), an innovative artificial intelligence (AI) provider and operator of Business Hub, today announces that, in addition to its press release dated March 16, 2023, and following discussions with capital markets professionals, it has agreed to amend certain terms to its previously announced brokered private placement of unsecured convertible notes (the “Mediated directed issue“) led by Research Capital Corporation, as sole agent and sole bookrunner (the “Medium“). The brokered private placement shall now consist of an offer of a minimum of 5,000 units and a maximum of 25,000 units of unsecured convertible bond units (the “Convertible debt shares“) at a price of $1,000 for each convertible bond unit for aggregate gross proceeds of a minimum of $5,000,000 and a maximum of $25,000,000.
Each Convertible Note Unit will consist of: (i) one 10.0% unsecured convertible note loan of the Company in the principal amount of $1,000 (a “Convertible Promissory note“) and (ii) 1,408 warrants (the “Warrants“) to purchase ordinary shares in the Company (the “Common shares“). The Convertible Notes will mature twenty-four (24) months from the date of issuance (the “Due date“) and, subject to prior conversion in accordance with their terms, will be redeemed in cash on the Maturity Date. Each Warrant will be exercisable to acquire one Common Share (each, one “)Warrant share“) at an exercise price of $1.00 per warrant share for a period of twenty-four (24) months from the close of the brokered private placement.
From the date of issue until the maturity date, holders of convertible notes may elect to convert, in whole or in part, the par value of the convertible notes into ordinary shares at a conversion price equal to the lower of: (i) $0.71 per Share; or (ii) the price per unit or per ordinary share sold by Tenet in the course of any financing that takes place prior to the date on which the convertible bonds are so converted, at any time prior to the maturity date of the convertible bonds. Upon the conversion of the convertible bonds, the company will pay the investor the interest accrued on the convertible bonds for the amount converted up to but excluding the conversion date in cash.
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The convertible bonds shall have an interest rate of 10.0% per annum from the date of issue, payable quarterly in arrears in cash. Interest shall be calculated on the basis of a 360-day year consisting of 12 30-day months.
All other terms and conditions of the brokered private placement remained unchanged.
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The brokered private placement is scheduled to close in tranches between the date of this announcement and May 12, 2023, or such other date as may be agreed between the Company and the Agent (the “End date“) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange. The convertible debenture units and the securities underlying the convertible debenture units to be issued under the brokered private placement will have a holding period of four months and one day from each applicable end date.
Change in conversion terms for recently closed unsecured convertible bonds private placement
Tenet also announced that the company has changed the conversion terms for its private placement of unsecured convertible bonds closing in January 2023 (the “Deployment in January“) to reflect the conversion terms of the Brokered Private Placement. Subscribers to the January Placing may now elect to convert, in whole or in part, the par value of their Notes into common stock at a conversion price equal to the lesser of: (i ) $0.71 per common share or the price per unit or per ordinary share sold by Tenet during any financing that takes place before the date on which they convert their bonds.
About Research Capital Corporation:
Research Capital Corporation is a leading independent, full-service Canadian investment bank, proudly tracing its roots back to 1921. As a fully integrated national investment dealer, Research Capital offers a full range of capital markets and wealth management services to private clients, institutions and growth companies. Its century of experience combined with the industry experience of the Investment Banking team gives it significant leverage in capital raising and M&A transactions. Focusing on small and medium-sized companies, it has raised billions for Canadian listed companies over the past ten years. With a talented group of capital markets professionals, Research Capital Corporation is consistently characterized as the investment dealer that growth company CEOs turn to when they are looking for comprehensive investment banking advice along with the distribution of institutional and retail accounts.
About Tenet Fintech Group Inc.:
Tenet Fintech Group Inc. is the parent company of a group of innovative companies in financial technology (Fintech) and artificial intelligence (AI). All references to Tenet in this press release, unless explicitly stated, include Tenet and all of its subsidiaries. Tenet’s subsidiaries provide various analytics and AI-based services to companies and financial institutions through the Business Hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate B2B transactions among members. Please visit our website at: http://www.tenetfintech.com.
For more information, please contact:
Tenet Fintech Group Inc.
Christina Boyd, Director of Investor Relations and Communications
416-428-9954
[email protected]
CHF Capital markets
Cathy Hume, Managing Director
416-868-1079 extension: 251
[email protected]
MZ Group – MZ North America
Mark Schwalenberg, CFA
312-261-6430
[email protected]
Follow Tenet Fintech Group Inc. on social media:
Twitter: @Tenet_Fintech
Facebook: @Tenet
LinkedIn: Tenet
YouTube: Tenet Fintech
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER FOR ANY UNITED STATES SECURITIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR AFTER SUCH REGISTRATION. THE COMPANY HAS NOT REGISTERED AND WILL NOT REGISTER THE SECURITIES UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY DOES NOT INTEND TO PARTICIPATE IN A PUBLIC OFFERING OF SECURITIES IN THE USA. THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATES IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Forward-looking statements/information:
Certain statements included in this press release constitute “forward-looking statements” under Canadian securities law, including statements relating to the terms of the brokered private placement, its closing, the amounts that may be raised from the brokered private placement and other statements based on management’s judgment and assumptions and publicly available information with regard to Tenet. By their nature, forward-looking statements involve risks, uncertainties and assumptions. Tenet cautions that its assumptions may not be realized and that current economic conditions mean that such assumptions, even if reasonable at the time they were made, are subject to greater uncertainty. Forward-looking statements can be identified by the use of terminology such as “believes”, “expects”, “assumes”, “assumes”, “outlooks”, “plans”, “targets” or other similar words.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that could cause actual results, performance or performance of Tenet to differ materially from the outlook or any future results, performance or performance implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this press release include, but are not limited to, holding companies with significant operations in China; general economic and business conditions, including factors affecting the Company’s operations in China such as pandemics and COVID-19; development of legislation and/or regulations; Global economic conditions, repatriation of profits or transfer of funds from China to Canada, operations in foreign jurisdictions and possible exposure to corruption, bribery or civil unrest; actions by regulators; uncertainty related to investigations, proceedings or other types of claims and legal proceedings; timing and completion of capital programs; liquidity and capital resources, negative operating cash flow and additional financing, dilution from additional financing; financial performance and timing of capital; and other risks detailed from time to time in reports filed by Tenet with securities regulators in Canada. Reference should also be made to the management’s discussion and analysis (MD&A) in Tenet’s annual and interim reports, Annual Information Form, filed with Canadian securities regulatory authorities and available on Tenet’s website, for a description of important risk factors relating to Tenet.
Forward-looking statements reflect information as of the date they are made. Tenet undertakes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances or changes in belief, except as required by applicable securities laws. In the event that Tenet updates a forward-looking statement, no inference should be drawn that Tenet will make any further updates with respect to this statement, related matters or other forward-looking statements.
All amounts are in Canadian dollars unless otherwise noted.
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