Spirit Blockchain Capital announced a non-brokered private placement consisting of units of the Company at a price of CAD 2.50 per Unit, and convertible promissory notes on June 16, 2023. Each Unit will comprise of one common share and one half of one common share purchase warrant. Each warrant will be exercisable into one common share of the Company for a period of 24 months at an exercise price of CAD 0.18 for twenty-four months following issuance.

With regards to the Notes, interest will accrue on the principal balance of each Note at a simple rate of 7.5% per annum, payable on an semi-annual basis. The principal and unpaid accrued interest on each Note then outstanding will be due and payable upon demand by the holder of such Note on or after the date that is three years following issuance. Up to eighteen months after issuance, the holder may elect to convert the principal amount of their Notes into common shares of the Company at a conversion price equal to CAD 0.18 per common share, in whole or in part, at any time and from time to time, by providing not less than 2 days prior written notice.

After eighteen months and one day after issuance and up to the maturity date, the holder may elect to convert the principal amount of their Notes into common shares at a conversion price equal to CAD 0.24 per common share, in whole or in part, at any time and from time to time, by providing not less than 2 days prior written notice. The Notes will be general unsecured obligations on the Company. The Company anticipates closing the Private Placement on or later than June 23, 2023