An anonymous director reports
REKLAIM LTD. ANNOUNCES PROPOSED AMENDMENT TO CONVERTIBLE DEBENTURES
Reklaim Ltd. has proposed amendments to its outstanding convertible debentures to permit holders to voluntarily convert all or a portion of their principal into common shares before maturity, subject to TSX Venture Exchange approval and the company entering into amending agreements with the applicable debentureholders.
The company intends to file an application with the TSX Venture Exchange to amend certain terms of its 12 per cent senior secured convertible debentures having an aggregate principal amount of $500,000, which were issued by the company on Oct. 29, 2025, as part of a non-brokered private placement offering of convertible debenture units of the company. For further information relating to the debentures and the offering, please refer to the company's news release dated Oct. 31, 2025.
Under the existing terms of the debentures, each holder of a debenture may elect to convert the outstanding principal of its debenture into common shares in the capital of the company at a conversion price of 10.5 cents per share, subject to adjustment, on Oct. 29, 2028.
The proposed amendments to the debentures would permit each debentureholder, at any time and from time to time before the maturity date, to convert all or any portion of the outstanding principal of its debenture into shares at the conversion price. To effect an early conversion, a debentureholder would be required to deliver a written conversion notice to the company. Accrued interest on the principal converted would be calculated to the conversion date and paid on the next interest payment date in accordance with the existing terms of the applicable debenture, and no further interest would accrue on that principal after the conversion date. Any principal not converted would remain outstanding, continue to bear interest at 12 per cent per annum and remain secured under the existing security agreement.
A debentureholder would not be entitled to convert principal to the extent that, after giving effect to the conversion, the debentureholder, together with any person acting jointly or in concert with the debentureholder, would beneficially own, or exercise control or direction over, 20 per cent or more of the issued and outstanding shares, unless the company has first obtained any approval of its shareholders required under the policies of the TSX Venture Exchange.
The debenture amendments relate solely to permitting voluntary conversion of the debentures before the maturity date. All other terms of the debentures would remain unchanged, including the principal amount, 12-per-cent annual interest rate, interest payment provisions, maturity date, security and the company's existing early repayment rights. The terms of the warrants issued with the debentures pursuant to the offering would also remain unchanged. Debentureholders who do not elect early conversion would retain their debentures under the existing terms.
The debenture amendments remain subject to the approval of the TSX-V and the company entering into amending agreements with the applicable debentureholders.
About Reklaim Ltd.
Reklaim is a consumer data privacy and monetization platform that returns control of personal information to individuals. Consumers can access, manage, remove or choose to earn from their data while Reklaim provides consumer-permissioned data solutions to brands, agencies, platforms and enterprise partners. The company generates revenue through data licensing, audience activation and enterprise data partnerships. Reklaim Protect helps consumers remove personal information from data brokers and monitor Dark Web exposure.
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