Mr. Mayco Quiroz reports
TENET ANNOUNCES NON-BROKERED PRIVATE PLACEMENT, PROVIDES DISCLOSURE ON RECENT DEBT SETTLEMENT TRANSACTIONS AND FILES MATERIAL CHANGE REPORT
Tenet Fintech Group Inc. intends to conduct a private placement financing by selling up to 60 million units with each unit priced at five cents for gross proceeds of up to $3-million. Tenet intends to use the proceeds of the offering to develop more macroeconomic data indexes for the company's recently launched ie-Pulse platform, to prepare the expansion of the Cubeler business hub to the United States and for general working capital purposes.
Each unit of the offering will be composed of one common share of the company and one common share purchase warrant. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 15 cents for a period of 24 months from the date of issuance thereof. After a period of six months from the date of their issuance, if, at any time the price of the common shares closes at or above 30 cents for 10 consecutive trading days, the expiry date of the warrants will be reduced to 30 days. Any warrants remaining unexercised after the accelerated expiry date will be cancelled.
Certain qualified individuals and registered investment dealers may assist the company with respect to the offering by introducing potential subscribers to the company, and, in connection therewith, may receive from the company, if agreed upon between the company and the applicable finders and subject to compliance with securities laws, a cash finder's fee equal to 8 per cent of the gross proceeds raised and a number of finder warrants equal to 8 per cent of the number of units placed. Each finder's warrant will entitle the holder thereof to subscribe for one common share at a price of 20 cents during the 36 months following their issuance, subject to the accelerated expiry date conditions.
The units will be eligible for RRSP, RESP, RRIF, TFSA and DPSP accounts within the meaning of the Income Tax Act (Canada), subject to certain qualifications, and will be offered and sold by private placement in Canada to accredited investors within the meaning of National Instrument 45-106 (Prospectus Exemptions) and under the applicable securities laws.
The securities issued in connection with the offering are subject to a hold period of four months and one day from the closing date of the offering. Completion of the offering is subject to certain conditions, including compliance with the policies of the Canadian Securities Exchange.
Disclosure on recent debt settlement transactions
Tenet is issuing today's news release to also provide disclosure on a series of transactions whereby the company issued securities to PBT Financial Ltd. in 2024 to settle debt related to the development and commercialization of the company's ie-Pulse platform. The company had been working with PBT for several months, incurring a significant debt that Tenet had originally planned to settle in cash. The parties later came to an agreement to settle the debt in common shares, and, on July 22, 2024, Tenet issued 14 million common shares to PBT at a deemed price of five cents per share, and, on Aug. 12, 2024, Tenet issued four million common shares at a deemed price of 10 cents per share as the final settlement amount owed to PBT. Tenet had been using the issuance of common-shares-for-services measure to alleviate the strain on the company's cash flow as it continued to work toward the launch of the ie-Pulse offering. While the practice is permitted as per the policies of the Canadian Securities Exchange, it must be accompanied by the filing of a notice of issuance of securities and the dissemination of a news release. On July 18, 2024, Tenet was notified by the CSE that the company misunderstood the terms of an approval obtained to amend the terms of previously issued securities. So, to avoid any future misunderstanding, the CSE imposed the condition on the company that any financing activity involving the issuance or potential issuance of listed shares receive preapproval of the CSE. However, on Jan. 2, 2025, the company issued 678,000 common shares at a deemed price of 10 cents per share to strategic advisory firm Think 3 Inc., and, on Jan. 3, 2025, the company issued 500,000 common shares at a deemed price of five cents per share to capital market consultant Usman Malik to pay for advisory and consulting services without first obtaining the CSE's approval, which was in breach of the condition agreed to between Tenet and the CSE. Tenet believes that this was an oversight and has since filed the requisite notice of issuance of securities under the company's profile on the CSE portal. The company also recently obtained the CSE's approval to issue 912,968 common shares at deemed prices per share ranging from five cents to 10 cents to settle $56,500 worth of debt to strategic adviser Altitude Capital Consultants Inc., for which a notice of issuance of securities was filed under Tenet's profile along with this news release.
Filing of material change report related to credit facility
Finally, Tenet also announced that it has filed a material change report related to the credit facility of up to $5-million announced by the company on July 22, 2024. The material change report was filed at the request of Ontario Securities Commission staff in connection with an OSC staff review.
About Tenet Fintech Group Inc.
Tenet is the parent company of a group of innovative financial technology and artificial intelligence companies. All references to Tenet in this news release, unless explicitly specified, include Tenet and all its subsidiaries. Tenet's subsidiaries offer various analytics and artificial-intelligence-based products and services to businesses, capital market professionals, government agencies and financial institutions either through or leveraging data gathered by the Cubeler business hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate business-to-business transactions among its members.
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