infinitii ai inc. announced that it has completed a private placement and issued unsecured convertible debenture for gross proceeds of CAD 520,000 on February 10, 2023. The transaction led by returning investor, ThreeD Capital Inc. for CAD 280,000, and other investors. The principal amount of CAD 520,000 matures twelve months following the closing date and carries interest at a rate of 7% per annum, payable on the earlier of the maturity date, the conversion of the debenture, or the prepayment of the debenture by company. The principal amount and any accrued and unpaid interest may be convertible into units at the option of the holder any time until the earlier of the maturity date, and company delivers a prepayment notice. Each unit at a conversion price of CAD 0.07 per unit, with each unit being comprised of one common share of company and one warrant for the purchase of one common share at a price of CAD 0.15 for 36 months from the issuance date. Immediately prior to the Acquisition, ThreeD and the Joint Actor owned and controlled an aggregate of 17,659,000 common shares and 2,000,000 warrants of infinitii, representing approximately 14.0% of all issued and outstanding common shares of the Company (or approximately 15.3% on a partially diluted basis, assuming exercise of the warrants held). Of this total, ThreeD held an aggregate of 17,659,000 common shares and 2,000,000 warrants of the Company, representing approximately 14.0% of the issued and outstanding common shares of infinitii. The Joint Actor did not hold any common shares or convertible securities of the Company. Immediately following the Acquisition, ThreeD and the Joint Actor owned and controlled an aggregate of 17,659,000 common shares, 2,000,000 warrants, and convertible debentures entitling ThreeD and the Joint Actor to acquire 5,000,000 Subject Convertible Shares and 5,000,0000 Subject Convertible Warrants of the Company, representing approximately 14.0% of all issued and outstanding common shares of the Company (or approximately 21.4% on a partially diluted basis, assuming exercise of the warrants and Subject Debentures held). Of this total, ThreeD held an aggregate of 17,659,000 common shares, 2,000,000 warrants, and convertible debentures entitling ThreeD to acquire 4,000,000 Subject
Convertible Shares and 4,000,000 Subject Convertible Warrants of the Company, which represents approximately 14.0% of the issued and outstanding common shares of infinitii (or approximately 20.3% on a partially diluted basis, assuming exercise of the warrants and Subject Debentures held). The Joint Actor held only convertible debentures entitling the Joint Actor to acquire 1,000,0000 Subject Convertible Shares and 1,000,000 Subject Convertible Warrants, representing 0.0% of the issued and outstanding common shares of infinitii.