White River Energy Corp. (OTCPK:WTRV) announced that it has entered into a securities purchase agreement with an accredited investor for a private placement of 10% Original Issue Discount Senior Secured Convertible Promissory Note in the principal amount of $1,500,000 on December 20, 2022. The note was issued at a discount of $166,666.67.

The Note is due September 16, 2023. The Note bears interest at a rate of 12% per annum, payable monthly, subject to an increase to 18% per annum in case of an event of default as provided for therein. In addition, all overdue accrued and unpaid principal and interest is subject to a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law which if applicable accrues daily from the date such principal and interest is due.

The Note is convertible into shares of the company's common stock at any time following the issuance date at the investor's option at a conversion price equal to the lesser of (i) $1.00 per share and (ii) the average of the five-closing prices of the common stock immediately prior to the date of conversion, subject to certain adjustments (including based on the issuance of lower priced securities) and beneficial ownership limitations. Upon an event of default, the investor may convert the note at a reduced conversion price equal to 70% of the lowest closing price of the common stock for the 10 prior trading days. The note is secured by the assets of the company and its subsidiaries.