Stem Holdings, Inc. announced a private placement of CAD 3,687,050 principal amount of convertible debentures. The convertible debentures presently mature on June 27, 2022, and September 14, 2022. The company is seeking the approval of the debenture holders to reprice the convertible debentures. The conversion price for the Convertible Debentures are proposed to be repriced to CAD 0.10 per Common Share which was previously at CAD 1.15 per common share. Additionally, the following amendments to the terms of the convertible ?debentures are being proposed to the Debenture holders which includes an extension to the maturity date of the convertible debentures for an additional three years; and an amendment to permit the company to force the conversion of the principal amount of the then outstanding convertible debentures and any accrued and unpaid interest thereof at the new conversion price on not less than 30 days' prior written notice if the closing trading price of the shares of common stock of Stem exceeds CAD 0.80 for a period of 10 consecutive trading days on the Canadian Stock Exchange. The repricing of convertible debentures, the debenture amendments will be implemented pursuant to the terms of supplemental indentures entered into ?between the company and Olympia Trust Company dated as of the date hereof. As part of the amendment, the company expects to issue 167 common share purchase warrants for each debenture unit amount of CAD 1,000 held which will be priced at CAD 0.20 for a period of 24 months. In addition, the debenture amendment, if approved, will provide for the payment of 5% of the principal amount upon the completion of the Debenture Amendments. The debenture amendments remain subject to Canadian Stock Exchange acceptance. There is no assurance the Debenture Amendments will be approved by debenture holders or the Canadian Stock Exchange.