Komo Plant Based Foods Inc. announced a non-brokered private placement of 1,000 units at a price of CAD 1,000 per unit for gross proceeds of CAD 1,000,000 on June 6, 2022. Each unit consists of one convertible unsecured debenture and 16,000 common share purchase warrant. Each warrant is exercisable to acquire one common share of the company at price of CAD 0.07 per warrant share for a period of 36 months from the date of issue. The debentures will bear interest at a rate of 10% per annum on an accrual basis from issuance, calculated and payable semi-annually in arrears on May 31 and November 30 of each year, with such payment commencing on Nov. 30, 2022, with a redemption date that is 24 months from issuance. Interest may be paid in equity at a 15% discount to market at the option of the holder. The debentures will be convertible in full or in part, at the holders' option, into common shares in the capital of the company at a 15% discount to the 30-day moving average as at the maturity date, subject to Canadian Securities Exchange regulations, at a price not less than five cents per share, at any time prior to their redemption. The offering is expected to be completed in multiple tranches. Closing of the offering is subject to the satisfaction of customary conditions.

It is anticipated that the units will be eligible for registered retirement savings plan (RRSP), registered education savings plan (RESP), registered retirement income fund (RRIF), tax-free savings account (TFSA) and deferred profit-sharing plan (DPSP) accounts within the meaning of the Income Tax Act (Canada) subject to certain qualifications and will be subject to a statutory hold period expiring four months and one day from the closing date. The units will be offered and sold by private placement in Canada to "accredited investors" within the meaning of National Instrument 45-106 -- Prospectus Exemptions and other exempt purchasers under the applicable securities laws.