Madison Technologies Inc. (OTCPK:MDEX) announced that it has entered into a securities purchase agreement with funds affiliated with Arena Investors, LP for a private placement of convertible notes for gross proceeds of $15,000,000 on February 17, 2021. The notes were issued at a discount of $1,500,000 on the principal amount of $16,500,000. The company also issued 1,000 series F convertible preferred shares and warrants to purchase an aggregate of 192,073,017 common shares of the company. The series F preferred shares have no voting rights and will convert into 4.9% of the company's issued and outstanding common shares on a fully-diluted basis upon shareholder approval. Each warrant is exercisable for a period of five years from the date of issuance at an initial exercise price equal to 125% times the amount determined by dividing $50,000,000, by the total number of shares of preferred stock, common stock and common stock equivalents outstanding on such conversion date. The notes each have a term of thirty-six months and mature on February 17, 2023, unless earlier converted. The notes accrue interest at a fixed rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest is payable in cash on a quarterly basis beginning on March 31, 2021. The interest is payable, at the company’s election, in registered common shares of the company rather than cash. The notes are convertible at any time, at the holder’s option, into common shares equal to the lesser of the amount determined by dividing $50,000,000 by the total number of shares of preferred stock, common stock and common stock equivalents outstanding on such conversion date; and $1, subject to adjustment and certain beneficial ownership limitations. The notes may not be redeemed by the company. The notes are senior to all current and future indebtedness of the company, are secured by substantially all of the assets of the company and Sovryn Holdings, Inc., and are guaranteed by Sovryn Holdings, Inc. The company issued securities pursuant to Section 4(a)(2) under the Securities Act and Regulation D.