06:45:18 EST Tue 03 Feb 2026
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Herbal Dispatch Announces Extension of Convertible Debentures

2026-02-03 03:02 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - February 3, 2026) - Herbal Dispatch Inc. (CSE: HERB) (OTCQB: LUFFF) (FSE: HA9) ("Herbal Dispatch" or the "Company"), a leading cannabis e-commerce and distribution platform, announces that is has amended the terms of the unsecured convertible debentures as entered into by the Company and each of 0971289 B.C. Ltd., a company controlled by Drew Malcolm ("Mr. Malcolm"), and Herb Dhaliwal ("Mr. Dhaliwal") on May 15, 2020, and December 13, 2023, respectively, as amended (collectively, the "Convertible Debentures").

This final amendment to the Convertible Debentures extends the maturity date from January 31, 2026, to January 31, 2028 (the "Amendment"). All other terms of the Convertible Debentures remain the same with the: (a) interest rate being 14% per annum, the conversion price being CAD$0.06, and the threshold price being CAD$0.12.

Prior to effecting the Amendment, the Company sought and obtained an exemption from the Canadian Securities Exchange (the "CSE") as it relates to certain requirements for convertible debenture amendments as provided for under Policy 6 "Distributions & Corporate Finance" of the CSE.

Related Party Transaction

As both Mr. Malcolm and Mr. Dhaliwal are also directors of the Company, the Amendment constitute "related party transactions" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Under Sections 5.4 and 5.6 of MI 61-101, the Company is required to obtain a formal valuation and minority shareholder approval, respectively, for the Amendment unless exemptions are available.

The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), respectively, Fair Market Value Not More Than 25 Per Cent of Market Capitalization, on the basis that at the time the Amendment was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Amendment, insofar as it involves interested parties, exceeds 25 per cent of the Company's market capitalization.

The Board of Directors of the Company have unanimously approved the Amendment, with each of Mr. Malcolm and Mr. Dhaliwal abstaining from the resolution approving the Amendment to their respective Convertible Debenture, and no materially contrary view, or abstention was expressed or made by any director in relation to the Amendment.

The Company did not file a material change report in respect of the "related parties" participation in the Amendment at least 21 days before the effective date of the Amendment, as the parties were still in negotiation and discussions as it relates to the Amendment at that time.

ABOUT HERBAL DISPATCH INC.

Herbal Dispatch Inc. is a leading operator of cannabis e-commerce platforms in Canada, delivering quality medical and recreational products to discerning consumers at competitive prices. Its flagship marketplace has earned trust as a premier destination for exclusive access to small-batch craft cannabis and a wide selection of curated cannabis products. The Company is also actively expanding through exports to international markets, positioning it for sustained growth and new revenue opportunities. The Company's common shares trade on the Canadian Securities Exchange under the symbol "HERB".

For further information:
Philip Campbell, CEO and Director
Email: IR@herbaldispatch.com
Telephone: 1-833-432-2420

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this news release, including statements or information containing terminology such as "anticipate", "believe", "intend", "expect", "estimate", "may", "could", "will", and similar expressions constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, that address activities, events, or developments that the Company or a third party expect or anticipate will or may occur in the future, including the Company's future growth, results of operations, performance, and business prospects and opportunities are forward-looking statements.

These forward-looking statements reflect the Company's current beliefs and are based on information currently available to the Company. These statements require the Company to make assumptions it believes are reasonable and are subject to inherent risks and uncertainties.

Actual results and developments may differ materially from the anticipated results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond the Company's control. These risk factors are interdependent and the impact of any one risk or uncertainty on a particular forward-looking statement is not determinable. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected effects on the Company. These forward-looking statements are made as of the date of this news release. Except as required by applicable securities legislation, the Company assumes no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.

THE CANADIAN SECURITIES EXCHANGE (THE "CSE") HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS RELEASE. NEITHER THE CSE NOR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.NEITHER THE CSE NOR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282416

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