NightFood Holdings, Inc. announced that it has entered into a security purchase agreement for private placement of a non-convertible promissory note for gross proceeds of $136,800, common stock first purchase warrants for an aggregate of 1,790,000 shares at an exercise price of $0.10 per share and common stock second purchase warrants for an aggregate of 1,820,000 shares at an exercise price of $0.10 per share for proceeds of $136,800 on March 24, 2023. The transaction included participation from Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC. The principal sum of $160,941.18, which amount is the $136,800 actual amount of the purchase price hereof plus an original issue discount in the amount of $24,141.18 and to pay interest on the unpaid principal amount hereof at the rate of 8% per annum from the issue date.

The maturity date shall be 12 months from the issue date. Mast Hill has the right, at any time on or following the six month anniversary of the issuance date, to convert all or any portion of the then outstanding and unpaid principal amount and interest into common stock, at a conversion price of $0.10.