Newtopia Inc. announced a non-brokered private placement of 13% 50 units of Subordinated Non-Convertible debentures at a price of CAD 10,000 for the gross proceeds of CAD 0.5 million on June 27, 2023. Each unit will be comprised of CAD10,000 principal amount of subordinated and postponed secured non-convertible debentures of the company and bonus shares. In the event that the maximum amount of debentures are issued in connection with the offering, a maximum of 1,538,461 bonus shares will be issuable in connection with the offering.

The debentures will mature on the date that is 24 months from the closing date of the offering and are secured by the assets of the Company and bear interest at a rate of 13% per annum payable quarterly in arrears in cash. The company will pay to the holders of the debentures an annual work and credit maintenance fee of 2% of the principal amount in cash. The debentures and the bonus shares to be issued pursuant to the offering, will be subject to a hold period of four months plus one day from the closing date.

The offering is subject to approval by the TSXV and the consent of the company's Schedule I bank secured lender.