Simplicity Esports and Gaming Company announced that it has entered into securities purchase agreement with returning investors, Ionic Ventures, LLC and FirstFire Capital Management LLC for a private placement of a 12% convertible promissory notes for gross proceeds of $64,000 on January 30, 2023. The company issued each investor 12% promissory convertible note of principal amount of $35,200 which carries an original issue discount of $3,200. The maturity date of the notes is May 30, 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 2023 notes. The company may prepay the 2023 notes in accordance with the terms of the 2023 notes, with the understanding that $1,056 of interest is guaranteed and earned in full as of January 30, 2023.