Banxa Holdings Inc. announced a non-brokered private placement of convertible debenture units for gross proceeds of up to CAD 6,000,000 on October 10, 2023. Each Note Unit will consist of one unsecured convertible debenture and such number of common share purchase warrants in the capital of the company equal to 40% of the number of common shares in the capital of the company issuable upon conversion of the note. Each warrant will be exercisable for one common share at an exercise price of CAD 1.00 for a period of 36 months from the date of issuance.

The notes will have a maturity date of 36 months from the date of issuance, unless previously converted in accordance with the terms of the notes. Any principal amount may be converted, at the option of the holder, into common shares at a conversion price of CAD 0.80 per common share. Interest on the notes will accrue at a rate of 10.0% per annum.

All securities issued in connection with the private placement will be subject to a four-month hold period from the date of issue. As a part of the transaction, the company may pay a fee in cash equal to up to 6.0% of the gross proceeds raised in the Private Placement by investors introduced by the applicable finder and such number of warrants equal to up to 6.0%.