Planting Hope Announces Closing of Oversubscribed C$4 Million Private Placement of Convertible Debentures - Seite 2

The Convertible Debentures will mature on March 13, 2026 (the "Maturity Date") and will bear interest at a rate of 10% per annum from the date of issue, payable semi-annually in arrears. The interest may be paid, at the election of the Company, either in cash or converted into Shares at a conversion price (the "Interest Conversion Price") equal to the maximum discounted market price (as defined under the policies of the TSX Venture Exchange) based on the closing price of the Shares on the date immediately preceding the interest payment due date or conversion date, as applicable.

The Company shall have the right to redeem the Convertible Debentures prior to the Maturity Date at any time after March 13, 2024 by paying Holders the then outstanding aggregate Principal of the Convertible Debentures together with all accrued and unpaid interest and a redemption penalty payment of 8% of the aggregate Principal, by cash payment on giving the Holders 20 business days' notice to do so. On receipt of such notice, a Holder may, at its option, convert all or part of the then outstanding aggregate Principal into Units at the Conversion Price and all accrued and unpaid interest in respect of the Principal amount so converted shall be, at the election of the Holder, either paid in cash or converted into Shares ("Interest Shares") at the Interest Conversion Price, by giving the Company notice within 10 business days of receipt of the redemption notice.

The Convertible Debentures, Shares, Warrants and any underlying securities of the Company issuable on conversion or exercise thereunder are subject to a hold period and may not be traded until July 14, 2023 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange. In addition, the Shares, Warrant Shares and Interest Shares will not be transferable or saleable until September 14, 2023, being the date that is 6 months and one day following the closing of the Second Tranche in addition to any resale and transfer restrictions under applicable securities laws and stock exchange policies.

In consideration for arranging a portion of the Private Placement, the Company has paid finders' fees of C$5,775 in cash. The net proceeds from the Private Placement will be used for general working capital.

The Convertible Debentures issued pursuant to the Private Placement have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Convertible Debentures in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.