HAVN Life Sciences Inc. announced a private placement of convertible debentures for gross proceeds of CAD 9,000,000 on July 21, 2022. The transaction will include participation from Global Corporate Finance Opportunities 17, a fund managed by Alpha Blue Ocean Investment Group. The company will also issue common share purchase warrants to the investor.

The company will receive the funding in 20 tranches, with the first tranche being for the aggregate principal amount of CAD 1,100,000 and each additional tranche being for CAD 500,000 each over a period of 36-months. The first tranche is expected to close on or about August 4, 2022. The proceeds of the first tranche are to be offset by certain transactional expenses, including payment by the company to the subscriber of a commitment fee of CAD 600,000, after which the company will receive proceeds of approximately CAD 420,000.

The issuance of the debentures and warrants pursuant to the first tranche is subject to certain closing conditions, including, but not limited to, the receipt of applicable regulatory approvals, including the approval of the Canadian Securities Exchange and completion of a 30-for-1 consolidation of the companyÆs common shares. Each convertible debenture will be issued for proceeds equal to 90% of the face value of the principal amount. The convertible debentures will mature on the date that is 12 months from the date of issuance and are convertible at any time at the option of the holder, and automatically at maturity.

The conversion price of the convertible debentures is equal to 100% of the lowest daily volume weighted average price of the common shares on the CSE (or such other stock exchange on which the common shares are then principally traded), during the 15 trading days immediately preceding the date on which a conversion notice is delivered to the company (or, in the event of the automatic conversion of the outstanding principal upon the maturity of the convertible debenture, the maturity date) having regard for any adjustments made in accordance with the terms of the debentures.