Plus Products Inc. Announces Extraordinary Meeting of Debentureholders

Rhea-AI Summary

Plus Products Inc. (CSE: PLUS) (OTCQX: PLPRF) announces a meeting for holders of its 8.00% unsecured convertible debentures on February 25, 2021. Key proposals include extending the maturity date to February 28, 2024, increasing the coupon rate from 8.00% to 12.00%, granting a security interest in the Company’s assets, and modifying conversion rights. The Board recommends that Debentureholders vote in favor of the proposed amendments. These actions aim to enhance the Company’s financial stability and support future growth.

Positive

• Coupon rate increase from 8.00% to 12.00%, enhancing investor returns.
• Extension of maturity date to February 28, 2024, providing more time for company growth.
• Proposed amendments aimed at strengthening the company's balance sheet and cash reserves.

Negative

• Potential dilution of existing Debentureholders' interests due to conversion rights changes.
• Approval of delisting from the CSE may limit trading options for Debentureholders.

SAN MATEO, Calif., Feb. 03, 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 an extraordinary meeting of holders of 8.00% unsecured convertible debentures due February 28, 2021 (the “Debentures”).

The meeting details are as follows:

Date: February 25, 2021
Time: 10:00 a.m. (Pacific Time)
Place: Telephone Conference Call

A Management Information Circular (the “Circular”) containing a detailed description of certain amendments for consideration (the “Debenture Amendments”) and resolutions for consideration (the “Resolution Amendments”) has been mailed to the Company's debentureholders of record (the “Debentureholders”). Due to COVID-19 restrictions, the meeting is scheduled to be held by telephone conference and the Company encourages Debentureholders to vote by proxy, in accordance to the instructions provided in the Circular. The Circular has been filed under the Company's profile on SEDAR and is available at www.sedar.com.

The Debenture Amendments to be considered are the following:

a) to extend the maturity date of the Debentures from February 28, 2021 to February 28, 2024;

b) to increase the coupon rate of the Debentures from 8.00% to 12.00% per annum effective February 28, 2021;

c) to grant to Odyssey Trust Company, on its behalf and on behalf of the Debentureholders, a first charge security interest in all of the Company’s present and after acquired properties;

d) to grant a conversion right to the holder of a Debenture pursuant to which Debentureholders may require the Company to convert their outstanding Debentures pro rata up to a maximum amount of CAD$6,250,000 (representing 25%) of the principal amount of the Debentures to be so converted at a conversion price of CAD$0.95, exercisable up to March 31, 2021, and delete the Debentureholder’s right to convert any part of the principal amount of a Debenture into common shares at a price of CAD$6.50 in the capital of the Company; and

e) to amend the redemption price to an amount equal to 103% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date up to February 28, 2023 and thereafter until the maturity date to an amount equal to 101.50% of the principal amount, including accrued and unpaid interest thereon up to (and including) the redemption date.

The Resolution Amendments to be considered are the following:

a) to consider approving the payment of a consent fee equal to CAD$499 for every CAD$1,000 principal amount of Debentures held by such Debentureholders as at the record date and to be paid in the form of common share purchase warrants (the “Consent Fee”) to those Debentureholders having consented to the Debenture Amendments on or before February 22, 2021. In consideration of the Consent Fee paid to such consenting Debentureholders, the Company shall issue to the Debentureholders one (1) common share purchase warrant (each, a “Warrant”) for every CAD$1.10 Consent Fee consideration to be received by Debentures held by such Debentureholders as at the record date.

The total aggregate consideration of such Consent Fee being 454 Warrants for every CAD$1,000 principal amount of Debentures issued to those Debentureholders having consented to the Debenture Amendments on or before February 22, 2021.

Each whole Warrant shall entitle the holder thereof to purchase one (1) Subordinate Voting Share at a price of CAD$1.10 per share at any time on or before February 28, 2024;

b) to consider approving the delisting of the Debentures from the Canadian Securities Exchange (the “CSE”); and

c) to consider approving the listing of the amended debentures (the “Amended Debentures”) on the CSE.

Resolution Amendments b) and c) have been put forward by the Company upon request by the CSE in order to maintain the Amended Debentures as a listed security.

The board of directors of the Company (the “Board”) unanimously recommends that the Debentureholders vote for all of the Debenture Amendments and Resolution Amendments (the “Amendments”).

The Amendments will strengthen the Company's balance sheet and allow it to further maintain its cash reserves in order to fund its continued growth and accordingly, the Amendments are in the interests of Debentureholders.

About PLUS

PLUS is a cannabis and hemp 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.com

Investors:

Blake Brennan
Investor Relations
Blake@plusproducts.com
Tel +1 213.282.6987

Media:

plus@mattio.com
Mattio Communication

The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This press release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (each, a “forward-looking statement”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur and include, but are not limited to, statements relating to: (i) the outcomes and result of the Amendments.

These forward-looking statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the success of the Company’s investments, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of the Company’s products, customer experience and retention, the continued development of adult-use sales channels, managements estimation of consumer demand in in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete capital projects and facilities improvements, the ability to expand and maintain distribution capabilities, the impact of competition, the ability of the Company to implement initiatives and the possibility for changes in laws, rules, and regulations in the industry. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FAQ

What are the key details of the extraordinary meeting for Plus Products Inc. holders of PLPRF?

The meeting is scheduled for February 25, 2021, at 10:00 a.m. PT, via telephone conference.

What amendments are being proposed for Plus Products Inc. debentures?

The amendments include extending maturity to 2024, increasing the coupon rate to 12.00%, and granting a first charge security interest.

How will the proposed amendments affect Plus Products Inc. Debentureholders?

The amendments aim to strengthen financial stability and allow for further investment, but may dilute existing interests.

Will the debentures of Plus Products Inc. be delisted?

Yes, the approval of the resolution includes the delisting of the Debentures from the CSE.

What is the consent fee for Plus Products Inc. Debentureholders?

A consent fee of CAD$499 for every CAD$1,000 principal amount of Debentures will be paid in the form of common share purchase warrants.