Mr. Sean Stofer reports
TRILLION ENERGY ANNOUNCES DEBENTURE SETTLEMENT AGREEMENT
Further to the convertible debenture indenture entered into between Trillion Energy International Inc. and debentureholders dated April 20, 2023, and as supplemented from time to time thereafter for aggregate principal amount of $15-million at 12.0-per-cent interest for convertible debentures of the company, holders representing at least 66-2/3rds per cent of the principal amount of the convertible debentures have signed an extraordinary resolution dated March 20, 2026, authorizing the company and the debenture trustee Odyssey Trust to enter into a fourth supplemental debenture indenture to amend various terms of the indenture as described below.
As of March 20, 2026, the company owes principal and interest to the debentureholders, all of which are currently due in the amount of $16,379,828.49 as of Jan. 31, 2026 (principal amount of $14,999,000 plus interest of $1,380,828.49) plus interest accrued to March 20, 2026.
The company intends to use its best efforts to raise new equity capital for cash consideration through a brokered prospectus offering to investors for an amount not less than $10-million to conclude at or before Sept. 30, 2026.
The company and the debentureholders entered into the fourth supplemental indenture dated March 20, 2026, and, provided the company completes the financing for aggregate proceeds of not less than the financing amount, the amounts due shall be settled and satisfied in the manner set out in the fourth supplemental indenture.
Subject to and conditional upon the company completing the financing for aggregate proceeds of not less than the financing amount:
- The debentureholders shall convert $11-million of the amount due to common shares of the company at the same price and terms of the financing completed by the company. In the event that the company completes the financing in one or more separate tranches or offerings, the debentureholders shall only be obligated to convert the convertible debentures hereunder when the cumulative total raised from the financing meets or exceeds the financing amount.
- The remaining portion of the amount due (approximately $5.37-million) shall be written off and fully forgiven by the debentureholders.
In the event the financing is completed in more than one tranche or offering at different offering prices, the debentureholders' conversion price shall be equal to the lowest price at which equity capital is issued under the financing.
In the event the company does not complete the financing for aggregate proceeds of not less than the financing amount on or before Sept. 30, 2026, this fourth supplemental indenture shall terminate and be of no force and effect after such date, and the amount due owing under the convertible debentures shall immediately become due and payable, including for greater certainty the forgiven amount.
A copy of the fourth supplemental indenture will be filed on SEDAR+ under the company's profile.
About Trillion Energy International Inc.
Trillion is focused on oil and natural gas production for Europe and Turkey with natural gas assets in Turkey. The company is 49-per-cent owner of the SASB natural gas field, a Black Sea natural gas development and a 19.6-per-cent (except three wells with 9.8 per cent) interest in the Cendere oil field.
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