AMPD Ventures Inc. Announces Closing of First Tranche of Previously Announced Non-Brokered Convertible Debenture Financing

VANCOUVER, BC / ACCESSWIRE / April 11, 2023 / AMPD Ventures Inc. (CSE:AMPD)(OTCQB:AMPDF)(FRA:2Q0) ("AMPD" or the "Company"), a company addressing the opportunity represented by the new era of digital content creation and distribution, announces that it has closed the first tranche of its previously announced non-brokered private placement of convertible debenture units (the "Units") at a price of CA$11,000 per Unit for aggregate gross proceeds of up to CA$770,000, which has since been upsized to provide for the issuance of Units for aggregate gross proceeds of up to CA$880,000 (the "Private Placement").

The first tranche of the Private Placement was comprised of the issuance of 50 Units for aggregate gross proceeds of CA$550,000 (the "First Tranche Closing").

Each Unit issued pursuant to the First Tranche Closing consists of one 10.0% unsecured convertible debenture of the Company (each a "Convertible Debenture") having a maturity date of April 10, 2026 (the "Maturity Date") and 200,000 common share purchase warrants of the Company (each a "Warrant" and collectively, the "Warrants"). Each full Warrant entitles the holder thereof to purchase one Common Share of the Company (a "Warrant Share") at an exercise price of CA$0.075 (the "Exercise Price") until April 10, 2026.

The principal amount of each Convertible Debenture is CA$11,000 (the "Principal Amount") and is convertible, for no additional consideration, into Common Shares (each a "Conversion Share" and collectively, the "Conversion Shares") at the option of the holder at a conversion price of CA$0.055 per Common Share (the "Conversion Price").

In connection with the First Tranche Closing, the Company has entered into finder's fee agreements with qualified arm's length finders, in accordance with securities laws and the policies of the Canadian Stock Exchange (the "Finders"). The Company has paid a cash finder's fee to the Finders in the aggregate amount of CA$19,250 and has issued to the Finders an aggregate of 350,000 common share purchase warrants on the same terms as the Warrants.

Each of Mr. James Hursthouse, Chief Executive Officer of the Company, and Mr. Ian Wilms, VP, Business Development and Government Affairs of the Company, participated in the First Tranche Closing. The participation of Mr. Hursthouse and Mr. Wilms constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued, nor the consideration paid by such person exceeds 25.0% of the Company's market capitalization.