Mr. Mayco Quiroz reports

TENET AMENDS TERMS OF BROKERED PRIVATE PLACEMENT

Tenet Fintech Group Inc., further to its press release of Dec. 12, 2023, has amended the terms of its brokered private placement financing of up to $10-million of securities of the company led by Research Capital Corp. as lead agent and sole bookrunner in connection with the offering.

Given the preference shown by investors for the convertible debenture units of the company (the CD units), and, after further discussions, the company and the agent have determined not to proceed with the offer or sale of equity units (as such term is defined in the prior press release) pursuant to Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106) (the listed issuer financing exemption). The offering will now consist of the sale of up to 10,000 convertible debenture units of the company at a price of $1,000 per CD unit for aggregate gross proceeds of up to $10-million.

Each CD unit offering in the revised offering comprised: (i) one 10.0 per cent unsecured convertible debenture of the company in the principal amount of $1,000; and (ii) 6,666 common share purchase warrants. The convertible debentures will mature 36 months from the date of issuance thereof and, subject to prior conversion repayment in accordance with their terms, will be repaid in cash at the maturity date. Each CD warrant will be exercisable to acquire one common share of the company at an exercise price of 25 cents per share for a period of 24 months from the date of issuance thereof.

From the date of issue until their maturity date, convertible debentureholders may elect to convert, in whole or in part, the face value of the convertible debentures into common shares at a conversion price of 15 cents per common share. At any time prior to the maturity date, if the volume-weighted average price of the common shares on the Canadian Securities Exchange (or such other Canadian stock exchange on which the greatest volume of common shares is traded) meets or exceeds $2.50 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 15 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 company will grant the agent an option to increase the size of the offering by up to 15 per cent of the number of CD units by giving written notice of the exercise of the agent's option, or a part thereof, to the company at any time up to 48 hours prior to any closing of the offering.

At each closing of the offering, the company shall pay to the agent a cash commission equal to 7.0 per cent of the gross proceeds of the offering (including any exercise of the agent's option). In addition, the company will issue to the agents that number of warrants which is equal to 7.0 per cent of the number of CD units sold pursuant to the offering, including any CD units sold pursuant to the exercise of the agent's option, where any such exercise occurs. Each broker warrant will entitle the holder thereof to purchase one CD unit at an exercise price of $1,000 for a period of 24 months following the date of issuance thereof. For providing corporate finance services in connection with the offering, the company will pay a fee to the agent in the amount of $50,000 payable upon completion of the offering for gross proceeds of a minimum of $7.5-million.

The CD units will be offered under applicable exemptions from the prospectus requirements under National Instrument 45-106. The securities comprising the CD units will be subject to a hold or restricted period of four months and a day from the date of issuance thereof.

Tenet intends to use the net proceeds from the offering to continue the development of its Cubeler business hub, for working capital and for general corporate purposes.

The offering may close in one or more tranches, the first tranche of which is anticipated to close on Feb. 2, 2024, to permit the mandatory five-business-day period required by the Canadian Securities Exchange to elapse from the date of this press release. The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.

Notwithstanding the foregoing, any CD units sold to related parties of the company (as such term is defined in Multilateral Instrument 61-101) will consist of a $1,000 convertible debenture and 4,000 CD warrants. Each convertible debenture sold to the related parties will have a conversion price of 25 cents per share, and each CD warrant sold to related parties will have an exercise price of 50 cents per share. All other terms and conditions of the convertible debentures and warrants sold to the related parties will be identical in all material respects to the description of such securities described above.

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 offer various analytics and AI-based products and services to businesses, capital markets professionals, government agencies and financial institutions either through or leveraging data gathered by 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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