DFR Gold Inc. announced a private placement of unsecured convertible debentures of the company for the aggregate gross proceeds of $1,705,750 on April 6, 2023. The Debentures bear interest at a rate of 12.5% per annum, which is payable on the maturity date. The debentures will mature on February 29, 2024.

The closing of the debenture offering is subject to customary conditions, including the approval of the TSXV. The debentures are automatically convertible into common shares of the company on the earlier of the maturity date, and the completion by the company of an equity raise in an aggregate amount of at least $2 million. If converted pursuant to an equity raise, the principal will be converted at the higher of the closing price of the common shares on the TSX Venture Exchange on April 5, 2023, being the date before the debentures were issued and the subscription price per common share in the equity raise, and interest will be converted at the higher of the equity raise principal conversion price, and the closing price of the common shares on the date immediately preceding such conversion.

The debentures are subject to a statutory hold period in Canada, which will expire on August 7, 2023, being the date that is four months and one day from the date of issuance.