Prophecy DeFi Announces Intention to Amend Certain Terms of the $5.36 Million Principal Amount Convertible Debentures Issued in December 2021
May 22, 2025 7:00 AM EDT | Source: Prophecy DeFi Inc.
Toronto, Ontario--(Newsfile Corp. - May 22, 2025) - Prophecy DeFi Inc. (CSE: PDFI) ("Prophecy DeFi" or the "Company") announces that it has initiated the process to amend the terms of the previously issued aggregate $5,680,000 principal amount convertible debentures (the "Debentures") of the Company issued on December 23, 2021, as amended on December 13, 2024. Please refer to the Company's press release of December 12, 2024 for a complete description of the Debentures and previous amendments. Due to recent conversions, as of today's date there remains $5,360,000 principal amount outstanding of the Debentures.
The Company will seek written approval from more than 662/3% of the beneficial holders of Debentures by way of written resolution to effect the proposed amendments, as described below (collectively, the "Amendments"). Further, pursuant to Canadian Securities Exchange ("CSE") policies, the Amendments require approval from the shareholders of the Company. The Company will hold its annual and special meeting to approve, among other things, the Amendments and the Company will provide further details on the date of the meeting in due course.
The Amendments offer the opportunity to restructure the Company's balance sheet, positioning it to attract new investment capital and pursue business development initiatives.
Key features of the Amendments
| Debentures | ||
| Terms | Original Terms | Amendments |
| Maturity Date | December 23, 2025 | No change |
| Interest Rate | 12% per annum beginning on the effective date of the amendments payable in arrears as a balloon payment on the maturity date. Any accrued and unpaid interest from June 30, 2024, to the effective date will be calculated at 10% per annum and payable as a ballon payment on the maturity date. | No change |
| Conversion Terms | Conversion Price: $0.05 The Company has the right to force conversion of the Debentures at the conversion price if the daily VWAP of the Common Shares on the CSE is greater than $0.10 for 10 consecutive trading days | No change |
| Forced Conversion | In the event the volume weighted average trading price of the common shares in the Canadian Securities Exchange is greater than $0.10 for the preceding 10 consecutive trading days, the Corporation shall have the option to convert the principal amount of the Debentures into common shares of the Corporation at a price of $0.05 per common share. | Upon receipt of regulatory approval from the Canadian Securities Exchange and approval of a majority of the shareholders at a meeting of the Corporation's shareholders, the Corporation shall have the option to force the conversion of the principal amount and accrued and unpaid interest of the Debentures into common shares in the capital of the Corporation at a price of $0.02 per common share without any further action on the part of the holders. |
Requisition in Writing
If the Amendments receive the requisite approval by Debenture holders and the shareholders of the Company at the next annual and special meeting which will be held in due course, the Company and the trustee will enter into a supplemental debenture indenture reflecting the revised terms as noted above.
The Amendments have been conditionally approved by the Canadian Securities Exchange and a further announcement related to the effective date of the Amendments will be provided in due course assuming all consents, shareholder approvals and instruments in writing are obtained.
About Prophecy DeFi
Prophecy DeFi Inc. (PDFI) is a publicly traded investment company whose primary objective is to invest its funds for the purpose of generating returns from capital appreciation and income. It plans to accomplish these goals by bringing together technology start-ups in the Blockchain and Decentralized Finance sectors to fund innovation, elevate industry research, and create new business opportunities in a coherent ecosystem.
For further information, please contact:
Forward-Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the approval of the Amendments by the Debenture holders and the Debenture holders providing the requisite number of instruments in writing to the trustee, which is required by the Company to proceed with the Amendments. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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