Simplicity Esports and Gaming Company announced that it has entered into securities purchase agreement for a private placement of 2 convertible promissory notes at an issue price of $16,500 per note for gross proceeds of $33,000 on March 8, 2023. The transaction will include participation from returning investors, Ionic Ventures, LLC and FirstFire Capital Management LLC. The company will issue each investor 12% promissory convertible note of principal amount of $16,500 which carries an original issue discount of $1,500.

The maturity date of the notes is July 8, 2023. The notes bear a fixed interest rate of 12% per annum. The holders may convert the note into the company's common stock (subject to the beneficial ownership limitations of 4.99% in the 2023 note; provided however, that the limitation on conversion may be waived (up to 9.99%) by investors upon, at the election of each investor, not less than 61 days' prior notice to the company) at any time at a conversion price equal to $0.0175 per share, as the same may be adjusted as provided in the March 2023 Ionic Note.

The company may prepay the March 2023 Ionic Note in accordance with the terms of the March 2023 Ionic Note, with the understanding that $660 of interest is guaranteed and earned in full as of March 8, 2023.