December 22, 2022 –
Toronto, Ontario–(Newsfile Corp. – December 22, 2022) – Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A) (“Silo Wellness” or the “Company”) is pleased to announce that the Company and Global Tech Opportunities 14 (“Investor”), managed by Alpha Blue Ocean, have agreed to an amendment to the April 13, 2022, Subscription Agreement as amended July 5, 2022 (“Subscription Agreement”) to set a floor on the convertible debt of the next tranche at the greater of CAD $0.01 cent or 20-day VWAP rather than the contracted make-whole formula, as set forth in greater detail below.
As previously disclosed in public filings, the Investor has already subscribed for three tranches under the Subscription Agreement, for an aggregate principal amount of debentures of $1,350,000. The Subscription Amount of the next tranche of a principal amount of $350,000 to be subscribed on the Fourth Closing Date, is equal to $297,500 (the “Fourth Tranche Subscription Price”).
The parties acknowledge that, as of the date of the Amendment, the Make-Whole Amount is equal to an aggregate amount of CAD $986,650 (the “Undisputed Make-Whole Amount”), as described in previous public filings.
The Parties acknowledged and agreed as follows effective December 21, 2022:
In accordance with article 6.2.1 of the Subscription Agreement, the Fourth Tranche Subscription Price shall be reduced by an amount of $247,500 corresponding to part of the aggregate Undisputed Make-Whole Amount. Therefore, the Fourth Tranche Subscription Price shall be paid by the Investor as follows: an amount of CAD $50,000 shall be paid in cash by the Investor to the Corporation by way of wire transfer of immediately available funds to the Corporation Account, and $247,500 shall be paid by way of set off against part of the Corporation’s payment obligation with respect to the Undisputed Make-Whole Amount.
The Conversion Price with respect to the Tranche to be issued on the Fourth Closing will be equal to the highest of (i) CAD $0.01 and (ii) the VWAP during the twenty (20) Trading Days preceding the delivery of the relevant Conversion Notice to the Corporation (or, in the event of the automatic conversion of the Outstanding Principal upon the maturity of this Convertible Debenture, the Maturity Date) having regard for any adjustments made in accordance with the terms of the Debentures and provided that under no circumstances shall the Conversion Price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares of the Corporation are listed for trading.
Except as set forth in this Amendment, no other provision of the Subscription Agreement shall be deemed amended or otherwise modified in any respect.
The amended agreement will be filed on SEDAR.
It remains a priority of the company to continue to attempt to restructure debt on more favorable terms.
ABOUT SILO WELLNESS
Silo Wellness is a growth-oriented holding company focused on psychedelic opportunities that benefit from a unified ecosystem and exceptional leadership. Founded in 2018 in Oregon and headquartered in Toronto, Silo Wellness has a presence in both Jamaica and Oregon. Silo Wellness is a publicly traded on the Canadian (CSE: SILO) and Frankfurt (FSE: 3K7A) exchanges and listed on the OTCQB Venture Market (OTCQB: SILFF).
For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com.
Silo Wellness Company Contact:
Mike Arnold, President
541-900-5871
[email protected]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking information may relate to anticipated events or results including, but not limited to the issuance of Convertible Debentures, the payment of any Make-Whole Amount, the future payment of the Debenture Commitment Fee, management’s plans regarding Marley One and the performance of any purchase orders, and the Company’s future business plans. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties and the potential impact of COVID-19. Such risks and uncertainties include, among others, the risk factors included in Silo Wellness’s continuous disclosure documents available on www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Silo Wellness assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
