21:42:38 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



Tenet Fintech Group Inc
Symbol PKK
Shares Issued 113,978,646
Close 2023-09-07 C$ 0.22
Market Cap C$ 25,075,302
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Tenet Fintech closes $710,000 3rd tranche of financing

2023-09-08 12:02 ET - News Release

Mr. Johnson Joseph reports

TENET CLOSES THIRD TRANCHE OF PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE UNITS WITH CAD$710,000 INVESTMENT FROM COMPANY INSIDERS

Further to Tenet Fintech Group Inc.'s press release of June 29, 2023, in which it disclosed an intention to complete financings for gross proceeds of up to $20-million, Tenet has issued and completed a third-tranche closing of the financing with the sale of 710 units to insiders of the company by way of non-brokered private placement financing at a price of $1,000 per unit for gross proceeds of $710,000.

Each unit sold in the third-tranche closing comprises: (i) one 10.0 per cent non-secured convertible debenture of the company in the principal amount of $1,000; and (ii) 4,000 warrants to purchase common shares of the company. The convertible debentures will mature 36 months from the date of issuance and, subject to prior conversion in accordance with their terms, will be repaid in cash at the maturity date. Each warrant will be exercisable to acquire one common share at an exercise price of 50 cents per warrant share for a period of 24 months from the date of issuance thereof.

From the date of issue until their maturity date, convertible debenture holders may elect to convert, in whole or in part, the face value of the convertible debentures into common shares at a conversion price of 25 cents per common share. At any time prior to the maturity date, if the common shares trade at a price of $5 or more for three consecutive trading days, any non-converted and remaining face value of the convertible debentures will be automatically converted into common shares at a conversion price of 25 cents per common share. Upon the conversion of the convertible debentures, the company will pay to the convertible debentureholders, in cash, the interest accrued on the convertible debentures for the amount converted up to but excluding the date of conversion.

The convertible debentures shall bear interest at a rate of 10.0 per cent per annum from the date of issue, payable monthly in arrears in cash. Interest shall be computed on the basis of a 360-day year composed of 12 30-day months.

The convertible debentures, the securities to be issued underlying the convertible debenture, the warrants, the finder warrants and any underlying securities are subject to a hold period of four months and one day from the closing date of the financing. The third tranche closing, any additional closings and the financing are all subject to the approval of the Canadian Securities Exchange and are subject to compliance with applicable regulatory requirements, including National Instrument 45-106, Prospectus Exemptions.

Pursuant to Multilateral Instrument 61-101 respecting protection of minority securityholders in special transactions, the financing constitutes a related party transaction as all three subscribers of the 710 units for aggregate proceeds of $710,000 were officers of Tenet. In reviewing the applicable valuation requirements under MI 61-101, Tenet has determined that the exemption set out in Subsection 5.5(b) of MI 61-101 is applicable since no securities of the company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or a stock exchange outside of Canada and the United States. The company has further determined that it is eligible under Subsection 5.7(1)(a) for the exemption from the minority shareholder approval requirement since neither the fair market value of the units issued to the related parties nor the fair market value of the consideration paid for the units by the related parties exceeded 25 per cent of the company's market capitalization at the time the financing became legally binding. The board of directors of Tenet has unanimously approved the financing.

Tenet plans to use the proceeds of the third-tranche closing to help complete the remaining pillars of its Cubeler Business Hub in Canada and working capital purposes as part of its normal operations.

About Tenet Fintech Group Inc.

Tenet Fintech Group is the parent company of a group of innovative financial technology (fintech) and artificial intelligence (AI) companies. All references to Tenet in this news release, unless explicitly specified, include Tenet and all its subsidiaries. Tenet's subsidiaries provide various analytics and AI-based services to businesses and financial institutions through the Cubeler Business Hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate B2B (business-to-business) transactions among its members.

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