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Empower Clinics Inc
Symbol EPW
Shares Issued 345,760,021
Close 2022-11-21 C$ 0.05
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Empower Clinics arranges placement, settles debentures

2022-11-22 01:22 ET - News Release

Mr. Steven McAuley reports

EMPOWER CLINICS ANNOUNCES PROPOSED PRIVATE PLACEMENT ALSO ANNOUNCES AMENDMENT OF WARRANT TERMS AND DEBT SETTLEMENT

Empower Clinics Inc. intends to complete a non-brokered private placement of: (i) secured convertible debenture units at a price of $1,000 per debenture unit for aggregate gross proceeds of $250,000; and (ii) common share units at a price of five cents per share unit for aggregate gross proceeds of $1-million or such other amount as may be determined by the company in its sole discretion.

Each debenture unit will be composed of one senior secured convertible debenture of the company in the principal amount of $1,000 and 20,000 warrants of the company, each of which will be exercisable into one common share in the capital of the company at an exercise price of 7.5 cents per share until two years after the date of issuance. The debentures will bear interest at the rate of 10.0 per cent per annum and mature on the date that is two years after the date of issuance. The principal amount of each debenture shall be convertible into shares at the option of the holder at any time prior to the maturity date at a conversion price of five cents per share, subject to customary adjustments. The debentures will be secured by a general security agreement to be entered into between the company and the subscriber at the closing.

Each share unit will be composed of one share and one warrant, with each warrant exercisable into one share on the terms provided above.

The company also announces the settlement of all amounts owing under 3,700 outstanding convertible debentures, plus accrued interest thereon, in the aggregate amount of $3,786,400 in exchange for the issuance of a new secured convertible debenture having the principal amount of the outstanding debentures. The outstanding debentures were convertible into shares at a conversion price of 20 cents per share, while the new debenture shall be convertible, for no additional consideration, into shares at the option of the holder at any time prior to the maturity date at a conversion price of five cents per share, subject to customary adjustments. The company also announces the amendment of the terms of 18.5 million warrants that were issued with the outstanding debentures. The outstanding warrants will be amended to reduce the exercise price from 30 cents to 7.5 cents per share and to extend the expiry date for a period of two years from the date of issuance. The company may also amend the exercise price and expiry date of other previously issued warrants of the company on the same terms.

The closing of the financing, issuance of the new debenture and amendments to the outstanding warrants are subject to the approval of the Canadian Securities Exchange. The proceeds of the financing are expected to be used for working capital purposes and general administrative expenses. The closing of the debenture financing and the issuance of the new debenture are expected to occur on Nov. 22, 2022. The closing of the share financing may close in one or more tranches on dates to be determined by the company. Finders' fees may be payable by the company in connection with the financing.

The securities issued in connection with the share financing are expected to be subject to a four-month-and-one-day hold period under applicable securities laws.

About Empower Clinics Inc.

Empower Clinics is an integrated health care company that provides body and mind wellness for patients through its clinics, with digital and telemedicine care, a medical device company and world-class medical diagnostics laboratories. Supported by an experienced leadership team, Empower Clinics is aggressively expanding its clinical and digital presence across North America. Its health and wellness and diagnostics and technology business units are positioned to positively impact the integrated health of its patients while simultaneously providing long-term value for its shareholders.

We seek Safe Harbor.

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