Mr. Mayco Quiroz reports

TENET CLOSES SECOND TRANCHE OF BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $1M

Further to the press releases of Dec. 12, 2023, Jan. 29, 2024, and Feb. 2, 2024, Tenet Fintech Group Inc. has completed a second tranche closing of its previously announced offering of the sale of securities, on a private placement basis, of the company for gross proceeds of up to $10-million. The company sold a total of 1,000 convertible debenture units of the company at a price of $1,000 per CD unit for aggregate gross proceeds in the second tranche closing of $1-million.

The second tranche closing of the offering was completed pursuant to the terms and conditions of an agency agreement, dated Feb. 2, 2024, between the company and Research Capital Corp. as lead agent and sole bookrunner.

In accordance with the agency agreement, the company may complete additional closings on sales of CD units pursuant to the offering on or before March 15, 2024. The company intends to close additional tranches of the offering for total gross proceeds of a minimum of $6-million. However, there can be no assurances that the company will be able to close any further tranches of the offering.

Each CD unit is composed of: (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 sold in the second tranche closing will mature three years from the date of their issuance and, subject to prior conversion in accordance with their terms, will be repaid in cash at the maturity date. Each CD warrant sold in the second tranche closing is exercisable to acquire one common share at an exercise price of 25 cents for a period of two years from the date of its issuance.

From the date of issue until their maturity date, holders of convertible debentures 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 holders of the convertible debentures, 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.

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.

For its services in connection with the second tranche closing of the offering, the company has paid to the agent: (i) a cash commission equal to $70,000, being an amount equal to 7.0 per cent of the gross proceeds of the second tranche closing of the offering; and (ii) 70 non-transferable broker warrants, being such number of CD broker warrants as is equal to 7.0 per cent of the number of CD units sold pursuant to the offering. Each CD broker warrant is exercisable to purchase one CD unit at an exercise price of $1,000 for a period of two years from the date of its issuance.

The convertible debentures and CD warrants are subject to a statutory hold period of four months and one day from their date of issuance. For further details concerning the offering, see the prior press releases.

About Tenet Fintech Group Inc.

Tenet is the parent company of a group of innovative financial technology and artificial intelligence 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 artificial-intelligence-based products and services to businesses, capital market 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 business-to-business transactions among its members.

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