Plus Products Inc. Announces Debentureholder Approval of Debenture Amendments

SAN MATEO, Calif., Feb. 25, 2021 (GLOBE NEWSWIRE) — Plus Products Inc. (CSE: PLUS) (OTCQX: PLPRF) (the “Company” or “PLUS”), a cannabis and hemp branded products company in the U.S., is pleased to announce today that, further to its press release dated February 3, 2021, holders (the “Debentureholders”) of the Company’s 8.00% unsecured convertible debentures due February 28, 2021 (the “Debentures”) have approved by way of signed instruments in writing in the form of the Form of Proxy, certain proposed amendments to the terms of the Debentures (the “Debenture Amendments”) and proposed resolutions for consideration (the “Resolution Amendments” and together with the Debenture Amendments, the “Amendments”). The Amendments have therefore been validly approved.
As a result of such approval, the extraordinary meeting of Debentureholders that was to be held today, February 25, 2021, in respect of the Amendments has been cancelled.A Management Information Circular dated January 26, 2021 (the “Circular”) containing a detailed description of the Amendments has been mailed to the Company’s Debentureholders of record.As a result of such approval, the Debenture Amendments will:In addition, the Resolution Amendments approved include the:The Company will apply to delist the Debentures from the CSE. The Company will subsequently apply to list the amended Debentures on the CSE.Conversion Rights ProcedureIn connection with the Amendments, holders of the amended Debentures are afforded the right to convert their outstanding amended Debentures pro rata up to a maximum amount of CAD$6,250,000 (representing 25%) of the principal amount of the amended Debentures, at a conversion price of CAD$0.95 per Subordinate Voting Share (the “Conversion Price”).Commencing March 1, 2021, a holder of the amended Debentures shall have the right, at their option, to require PLUS to convert the holder’s amended Debentures into Subordinate Voting Shares at a price equal to the Conversion Price and to be completed upon the expiry date of March 31, 2021 (the “Conversion Date”). Each holder of amended Debentures who elects to have their amended Debentures converted is required to notify Odyssey Trust Company, as trustee (the “Trustee”), prior to 4:00 p.m. (Pacific time) on March 29, 2021, being two Business Days prior to the Conversion Date.The notice required to be provided to the Trustee shall be in the form attached to the supplemental indenture to be entered into between PLUS and the Trustee (the “Supplemental Indenture”) and filed on the Company’s SEDAR profile as Schedule “B” (the “Conversion Notice”).The Conversion Notice, when received by the Trustee from a holder, shall be irrevocable.PLUS shall not be required to convert an aggregate principal amount on the Conversion Date of more than CAD$6,250,000, in respect of the aggregate principal amount of amended Debentures (the “Maximum Conversion Amount”) tendered pursuant to the conversion right. In the event that more than the Maximum Conversion Amount of Debentures are so tendered for conversion, PLUS shall convert the Debentures tendered pro rata up to the Maximum Conversion Amount.The Conversion Right will not affect the rights of those Debentureholders who have not accepted it. Debentureholders who have not accepted the Conversion Right will not be entitled to the benefit and will not receive the Subordinate Voting Shares issuable upon conversion of the amended Debentures, and will retain their full rights under the amended Debentures.The securities issued pursuant to the conversion noted in this press release are subject to a statutory hold period of four (4) months from the date of issuance. Consequently, unless otherwise permitted by applicable securities legislation, the holder of such securities must not trade the securities before such date.Copies of the Management Information Circular and Supplemental Indenture can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com.About PLUSPLUS is a cannabis branded products company focused on using nature to bring balance to consumers’ lives. PLUS’s mission is to make cannabis safe and approachable – that begins with high-quality products that deliver consistent consumer experiences. PLUS is headquartered in San Mateo, CA.For further information contact:Jake Heimark
CEO & Co-founder
ir@plusproducts.comInvestors:Blake Brennan
Investor Relations
Blake@plusproducts.com
Tel +1 213.282.6987Media:plus@mattio.com
Mattio CommunicationThe CSE does not accept responsibility for the adequacy or accuracy of this release.