AMPD Ventures Inc. announced a non-brokered private placement to issue 70 units at a price of CAD 11,000 per unit for aggregate gross proceeds of up to CAD 770,000 on March 29, 2023. Each unit consists of one 10 per cent unsecured convertible debenture of the company having a maturity date of three years from the date of issuance and 200,000 common share purchase warrants of the company. Each full Warrant entitles the holder thereof to purchase one Common Share of the Company at an exercise price of CAD 0.075 for a period of 36 months following the closing date of the transaction.

The principal amount of each Convertible Debenture will be CAD 11,000 and will be convertible, for no additional consideration, into Common Shares at the option of the holder at any time prior to the earlier of the fifth business day immediately following the date of receipt of a Prepayment Notice by delivering to the Company written notice of the holder's intention to convert, and the close of business on the fifth business day immediately preceding the Maturity Date, in both instances at a conversion price of CAD 0.055 per Common Share. The Convertible Debentures will bear interest at a simple rate of 10% per annum payable quarterly in arrears in cash on March 31, June 30, September 30, and December 31 of each year. The first Interest payment is expected to be on June 30, 2023, for the period from the issue date to June 30, 2023.

Upon conversion, the holder will receive the number of Common Shares equal to the principal amount of the Debentures converted divided by the Conversion Price and a cash payment equal to any accrued and unpaid Interest thereon for the period from and including the date of the latest interest payment date to, and including, the date of conversion. The Conversion Price and the exercise price of the Warrants will be subject to customary adjustments upon the occurrence of certain events including, without limitation, the subdivision or consolidation of the outstanding common shares of the Company, the issue of Common Shares or securities convertible into Common Shares by way of stock dividend or distribution, the issue of rights, options or warrants to all or substantially all of the holders of Common Shares in certain circumstances, and the distribution to all or substantially all of the holders of Common Shares of any other class of shares, rights, options or warrants, evidence of indebtedness or assets. As part of this transaction, the Company may enter into finder's fee agreements with qualified finders, in accordance with securities laws and the policies of the Canadian Stock Exchange.

The transaction is subject to regulatory approval and all securities issued will be subject to a four-month hold period and Closing is expected to take place on or about April 7, 2023.