Planting Hope Announces Financial Transactions Resulting in a Combined US$2.45M (C$3.27M) Benefit to the Company - Seite 2

The Convertible Debentures will mature 36 months after the date of issue (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 ("TSXV")).

The Company shall have the right to redeem the Convertible Debentures prior to the Maturity Date at any time after 12 months from the closing of the Private Placement 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 at the Interest Conversion Price, by giving the Company notice within 10 business days of receipt of the redemption notice.

In consideration for arranging the Private Placement, the Company may pay finders' fees in cash. The net proceeds from the Private Placement will be used for general working capital. Completion of the Private Placement is subject to several conditions, including, without limitation, final acceptance of the TSXV.

Bridge Loan
The Company has entered into bridge loan agreements (the "Loan Agreements") with various current and new investors (the "Lenders") to obtain a bridge loan in the principal amount of US$332,000 (C$443,000) (the "Loan"). Planting Hope will use the proceeds of the Loan for general working capital.

The Loans will bear interest at a rate of 10% per annum, accruing daily on each amount of the Loan advanced from the date of the advance and compounding monthly. Unless accelerated pursuant to the terms of the Loan Agreements, the Loans will become due on the earlier of the day (i) that is six (6) months from July 19, 2023, and (ii) that Planting Hope closes a financing of any kind or nature resulting in gross proceeds equal to or greater than C$12.5M.