Prophecy DeFi Inc announced a reasonable efforts private placement of 25,000 10.0% unsecured convertible debentures at an issue price of CAD 1,000 for gross proceeds of CAD 25,000,000 on November 15, 2021. The debentures will mature 36 months following the closing. The debentures will be convertible into common shares of the company at the option of the holder at any time prior to the maturity date, or on the business day immediately preceding a date fixed for redemption of the debentures, at a conversion price equal to CAD 1 per common share. Upon conversion, the holder will receive accrued and unpaid interest on the principal amount of the debentures that is the subject of the conversion for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion. The conversion price shall be subject to adjustment upon the occurrence of certain customary events. The company would have the right to force conversion of the debentures at the conversion price if the daily volume weighted average trading price of the common shares on the Canadian Securities Exchange is greater than CAD 1.50 for 10 consecutive trading days. Upon a change of control of the company, holders of debentures will have the right to require the company to repurchase their debentures, in whole or in part, on the date that is 30 days following notice of the change of control at a price equal to 105% of the principal amount of the debentures then outstanding plus accrued and unpaid interest thereon. Upon closing. The transaction is expected to close on or about December 7, 2021 and is subject to the satisfaction of customary closing conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE. The debentures, including the common shares issuable upon conversion thereof, will be subject to a four-month hold period from the date of closing. The Agents will have the option, exercisable in whole or in part at any time up until 48 hours prior to the closing of the offering to increase the size of the transaction by up to an additional CAD 3,750,000 of debentures.