VANCOUVER, BC, Feb. 21, 2025 /CNW/ – ELSE NUTRITION HOLDINGS INC. (TSX:BABY) (OTCQX:BABYF) (FSE: 0YL) (the “Company”) announces that further to its news release dated January 23, 2025, it has closed a third tranche of a private placement pursuant to an amended and restated convertible security funding agreement (the “Funding Agreement“) with Lind Global Fund II, LP, an entity managed by The Lind Partners, LLC, a New York-based institutional fund manager, for proceeds of US$300,000.
Pursuant to the closing, the Company issued a convertible security (the “Third Convertible Security“) with a two-year term and a face value of US$375,000, and 62,165,217 common share purchase warrants exercisable into common shares in the capital of the Company (“Shares“) for a period of 48 months from the date of issuance at an exercise price of C$0.0201 per Share. Pursuant to the Funding Agreement, the face value of the Third Convertible Security may be increased by an additional US$375,000 for further proceeds of US$300,000 on or before April 1, 2025.
The Third Convertible Security has a 24-month maturity date and will be convertible into Shares after completion of a 120 day lock-up period. Lind will be able to convert 1/20th of the face value each month at a conversion price equal to the greater of (i) 80% of the five-day volume weighted average price of the Shares immediately prior to each conversion and (ii) the five-day volume weighted average price of the Shares less the maximum allowable discount pursuant to section 607(e) of the TSX Company Manual, applicable at the time of conversion, subject to a right to increase conversions in certain circumstances. The outstanding face value of the Second Convertible Security, after 180 days, may be repaid …