Subject: Trenchant Capital Corp. - Dissemination
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Suite 2380 - 1055 West Hastings Street, Vancouver, BC V6E 2E9 ______________________________________________________________________________
Not for distribution to U.S. Newswire Services or for dissemination in the United States.
April 18, 2024 Trading Symbol: TCC
TRENCHANT ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
VANCOUVER, BC - Trenchant Capital Corp. (CSE: TCC) ("Trenchant" or the "Company") is pleased to announce that it intends to undertake a non-brokered private placement financing (the "Offering") of up to $500,000, consisting of the issuance of convertible debenture units (each, a "Debenture Unit") at a price of $1,000 per Debenture Unit. Each Debenture Unit is comprised of: (i) $1,000 principal amount unsecured convertible debenture (each, a "Debenture"); and (ii) 1,000 common share purchase warrants (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") at a price of $0.26 per Warrant Share for a period of two years following closing. The principal amount of the Debenture will have a maturity date one year following the issuance of the Debentures and will accrue interest at a rate of 10% per annum.
At the sole option of the subscriber, the principal amount and accrued interest thereon may be converted into common shares of the Company (each, a "Share") at a conversion price (the "Conversion Price") determined by the closing market price (the "Market Price") of the Shares on the Canadian Securities Exchange (the "CSE") on the trading day prior to the date the Company receives a Notice of Conversion from the subscriber, provided that the Conversion Price will not be less than $0.26 per Share, and subject to the policies of the CSE. On the maturity date, at the sole option of the Company, the principal amount and any accrued interest thereon may be converted into Shares at the Conversion Price, subject to the policies of the CSE.
Proceeds of the Offering will be used for the Company's initial investment in GNQ Insilico Inc., as described in the Company's press release of December 1, 2023, January 4, 2024, March 6, 2024, and March 22, 2024, as well as for general working capital purposes.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
In addition, the Company is pleased to announce that it has completed the first tranche of its non-brokered private placement (the "Unit Offering"), pursuant to which it has issued an aggregate of 150,000 units (each, a "Unit") at a price of $0.25 per Unit for gross proceeds of $37,500. Each Unit consists of one Share and one warrant. Each warrant is exercisable into one additional Share at a price of $0.50 per Share for a period of two years from the closing date. Proceeds of the Unit Offering will also be used for the Company's initial investment in GNQ Insilico Inc.
The securities issued in connection with the Unit Offering, and the Shares that may be issuable on exercise of the warrants, are subject to a statutory hold period expiring four months and one day after closing of the Unit Offering.
None of the securities sold in connection with the Offering and Unit Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD
TRENCHANT CAPITAL CORP.
Per: "Eric Boehnke"
Eric Boehnke, CEO
For further information, please contact:
Trenchant Capital Corp.
Eric Boehnke, CEO
Phone: (604) 307-4274
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Offering and its terms, including the intended use of proceeds of the Offering; and other matters regarding the business plans of the Company. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements including: that the Offering may not close at all or on the terms announced; that the Company may use the proceeds of the Offering for purposes other than those disclosed in this news release; adverse market conditions; and other factors beyond the control of the Company. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include general market conditions and other factors beyond the control of the Company. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
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