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XS Financial Inc. Announces Proposed Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICALOS ANGELES, CA / ACCESSWIRE / October 27, 2021 / XS Financial Inc. (CSE:XSF) (the "Company" or "XSF") is pleased to announce that it proposes to …

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

LOS ANGELES, CA / ACCESSWIRE / October 27, 2021 / XS Financial Inc. (CSE:XSF) (the "Company" or "XSF") is pleased to announce that it proposes to complete a private placement (the "Offering") of unsecured convertible notes ("Notes") in the aggregate principal amount of up to US$43.5 million, of which US$33.5 million will be funded at closing and US$10 million is available on a delayed draw on the same terms until June 30, 2022. The Company will also issue one share purchase warrant (a "Warrant") for each US$2.00 principal amount of Notes, with each Warrant entitling the holder to acquire one subordinate voting share of the Company (a "Share") at an exercise price of CAD$0.45 until the date which is three years from the closing date of the Offering.

The principal amount outstanding under the Notes may be converted by the holders at any time prior to the third business day prior to maturity into Shares at a conversion price equal to the lesser of: (i) CAD$0.35 per Share; or (ii)(a) the last offering price per security (the "Qualified Offering Price") in one or more prospectus offerings of Shares completed by the Company within 12 months of the closing of the Offering to raise aggregate gross proceeds of at least US$5,000,000 (a "Qualified Offering") if the date of conversion is prior to the commencement of marketing of such Qualified Offering; or (b) 125% of the Qualified Offering Price if the date of conversion is after the commencement of marketing of such Qualified Offering, all in accordance with the terms and conditions of the Notes.

The Notes shall mature two years following the closing date of the Offering, subject to a one year extension at the option of the Company upon providing at least 30 days' prior notice (the "Extension Notice") and issuing additional Notes to the holders on a pro rata basis in an aggregate principal amount equal to 1% of the aggregate principal amount of the Notes outstanding as of the date of the Extension Notice. Holders of Notes shall also have a pre-emptive right to participate in future offerings of Shares by the Company to maintain their pro rata interest in the Company, all in accordance with the terms and conditions of the Notes.

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28.10.2021, 03:15  |  104   |   |   

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Disclaimer

XS Financial Inc. Announces Proposed Private Placement NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICALOS ANGELES, CA / ACCESSWIRE / October 27, 2021 / XS Financial Inc. (CSE:XSF) (the "Company" or "XSF") is pleased to announce that it proposes to …

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