Plus Products Inc. Announces Extraordinary Meeting of Debentureholders
SAN MATEO, Calif., Feb. 03, 2021 (GLOBE NEWSWIRE) — Plus Products Inc. (CSE: PLUS) (OTCQX: PLPRF) (the “Company” or “PLUS”), a cannabis and hemp branded products company in the U.S., is pleased to announce an extraordinary meeting of holders of 8.00% unsecured convertible debentures due February 28, 2021 (the “Debentures”).
The meeting details are as follows:
Date: February 25, 2021
Time: 10:00 a.m. (Pacific Time)
Place: Telephone Conference Call
A Management Information Circular (the “Circular”) containing a detailed description of certain amendments for consideration (the “Debenture Amendments”) and resolutions for consideration (the “Resolution Amendments”) has been mailed to the Company’s debentureholders of record (the “Debentureholders”). Due to COVID-19 restrictions, the meeting is scheduled to be held by telephone conference and the Company encourages Debentureholders to vote by proxy, in accordance to the instructions provided in the Circular. The Circular has been filed under the Company’s profile on SEDAR and is available at www.sedar.com.
The Debenture Amendments to be considered are the following:
a) to extend the maturity date of the Debentures from February 28, 2021 to February 28, 2024;
b) to increase the coupon rate of the Debentures from 8.00% to 12.00% per annum effective February 28, 2021;
c) to grant to Odyssey Trust Company, on its behalf and on behalf of the Debentureholders, a first charge security interest in all of the Company’s present and after acquired properties;
d) to grant a conversion right to the holder of a Debenture pursuant to which Debentureholders may require the Company to convert their outstanding Debentures pro rata up to a maximum amount of CAD$6,250,000 (representing 25%) of the principal amount of the Debentures to be so converted at a conversion price of CAD$0.95, exercisable up to March 31, 2021, and delete the Debentureholder’s right to convert any part of the principal amount of a Debenture into common shares at a price of CAD$6.50 in the capital of the Company; and
e) to amend the redemption price to an amount equal to 103% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date up to February 28, 2023 and thereafter until the maturity date to an amount equal to 101.50% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date.
The Resolution Amendments to be considered are the following:
a) to consider approving the payment of a consent fee equal to CAD$499 for every CAD$1,000 principal amount of Debentures held by such Debentureholders as at the record date and to be paid in the form of common share purchase warrants (the “Consent Fee”) to those Debentureholders having consented to the Debenture Amendments on or before February 22, 2021. In consideration of the Consent Fee paid to such consenting Debentureholders, the Company shall issue to the Debentureholders one (1) common share purchase warrant (each, a “Warrant”) for every CAD$1.10 Consent Fee consideration to be received by Debentures held by such Debentureholders as at the record date.
The total aggregate consideration of such Consent Fee being 454 Warrants for every CAD$1,000 principal amount of Debentures issued to those Debentureholders having consented to the Debenture Amendments on or before February 22, 2021.
Each whole Warrant shall entitle the holder thereof to purchase one (1) Subordinate Voting Share at a price of CAD$1.10 per share at any time on or before February 28, 2024;
b) to consider approving the delisting of the Debentures from the Canadian Securities Exchange (the “CSE”); and
c) to consider approving the listing of the amended debentures (the “Amended Debentures”) on the CSE.
Resolution Amendments b) and c) have been put forward by the Company upon request by the CSE in order to maintain the Amended Debentures as a listed security.
The board of directors of the Company (the “Board”) unanimously recommends that the Debentureholders vote for all of the Debenture Amendments and Resolution Amendments (the “Amendments”).
The Amendments will strengthen the Company’s balance sheet and allow it to further maintain its cash reserves in order to fund its continued growth and accordingly, the Amendments are in the interests of Debentureholders.
PLUS is a cannabis and hemp branded products company focused on using nature to bring balance to consumers’ lives. PLUS’s mission is to make cannabis safe and approachable – that begins with high-quality products that deliver consistent consumer experiences. PLUS is headquartered in San Mateo, CA.