Planting Hope (MYLK) Announces Debt Reorganization and Update to Private Placement - Seite 2

Additionally, further to the Company's press release dated April 2, 2024, and the Company announces that its previously announced private placement (the "Private Placement") of Units is expected to comprise of up to 80,000,000 Units at a price per Unit equal to the Unit Price for aggregate gross proceeds of up to C$8,000,000 inclusive of an aggregate of up to approximately 36,758,800 Units that may be issued pursuant to the Matching Requirement if the entire Matching Requirement is satisfied through participation in the Private Placement. It is expected that the number of Units actually issued pursuant to the Private Placement will be less than the maximum as the rate of acceptance of the Settlement by Debentureholders is presently unknown.

Participation in the Private Placement is expected to be led by a US-based investment fund for approximately C$2.7M.

The net proceeds raised from the Private Placement (including the Matching Requirement) will be used to primarily support inventory purchases, business expansion, as well as general working capital purposes. The Company may pay finder's or other fees on the Private Placement (other than Units issued pursuant to the Matching Requirement) in accordance with applicable laws and the policies of the TSX Venture Exchange (the "TSXV").

The securities issued pursuant to the Private Placement (including the Matching Requirement), conversion of the Non-Convertible Debt and the Settlement will be subject to a hold period of six months from the date of issuance.

Closing of the Private Placement, conversion of the Non-Convertible Debt and Settlement is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

The Private Placement, conversion of the Non-Convertible Debt and Settlement may close in one or more tranches. It is expected the Private Placement and Settlement will be closed on or before April 30, 2024 or such other date as may be determined by the Company.

In the event all Debentures are settled pursuant to the Settlement, all Non-Convertible Debt is satisfied through the issuance of Units and assuming the Settlement occurs on April 30, 2024, it is expected that an aggregate of up to approximately 73,517,601 Units will be issued pursuant to the Settlement, and a combination of up to an aggregate of up to approximately additional 36,758,800 additional Units will be purchased by Debentureholders pursuant to the Matching Requirement under the Private Placement and/or approximately additional 18,580,660 additional Units may be issued pursuant to the conversion of Non-Convertible Debt (in each case, depending on the proportion of the Matching Requirement settled through conversion of Non-Convertible Debt). In the event the Private Placement is fully subscribed, it is expected an aggregate of up to 80,000,000 Units (inclusive of up to approximately 36,758,800 Units issued under the Matching Requirement, in the event the full Matching Requirement is satisfied through participation in the Private Placement, but, for avoidance of doubt, exclusive of any additional Units issued through the Settlement or Units that may be issued pursuant to the conversion of Non-Convertible Debt) will be issued. The actual amount of Debentures settled, number of Units issued on settlement of Debentures, number of Units acquired by Debentureholders pursuant to the Matching Requirement under the Private Placement, number of Units issued on settlement of the Non-Convertible Debt, and Units issued generally under the Private Placement will vary depending on uptake of the Settlement right by Debentureholders, uptake of the conversion offer on Non-Convertible Debt by holders thereof, and investor interest in the Private Placement. The Company expects Debentureholders holding approximately 10% to 40% of outstanding Debentures to participate in the Settlement.