Venzee Technologies Inc. announced a non-brokered private placement of unsecured convertible debentures for gross proceeds of CAD 600,000 on June 23, 2022. The transaction will have a minimum investment of CAD 25,000 and in multiples of CAD 25,000. The debentures will have a maturity date of three years from the date of issuance and shall bear interest at a fixed rate of 5% per annum, payable every six months. The principal sum of the debentures, or any portion thereof, are convertible at the option of the holder, anytime after six months, into debenture units at CAD 0.05 per unit. Each debenture unit will consist of one common share and one common share purchase warrant with each warrant exercisable at CAD 0.08 per share for a period of 36 months from the date of issuance. The warrants will also be subject to an acceleration clause whereby, in the event the volume weighted average trading price of the company's shares trading on the TSX Venture Exchange or any other stock exchange on which the company's shares are then listed, is equal to or greater than CAD 0.25 for a period of 30 consecutive trading days, the company will have the right, but not the obligation, to accelerate the expiry date of the warrants by giving written notice to the holders that the warrants will expire on a date that is not less than 30 days from the date of notice. The company may pay a finder's fee to certain registered brokerage firms. The debentures, debenture units, warrants and any common shares resulting from the conversion of the debentures or the exercise of debenture warrants will be subject to a hold period of four months and one day after the date of issuance. The transaction will be subject to customary closing conditions, including the approval of the TSX Venture Exchange.

On July 23, 2022, the company announced that conversion within the first year can occur at CAD 0.05 per unit, but for the second and third year it must be the greater of CAD 0.10 or market price.