| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FFNTF | Convertible Promissory Notes | Other | $10.6M | +46.1M | +2187% | $0.23 | 48.2M | Oct 19, 2023 | Class A Subordinate Voting Shares | 46.1M | $0.23 | See footnotes | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | The Issuer entered into an Amendment No.1 to Convertible Promissory Note Purchase Agreement effective October 6, 2023 with Navy Capital Green Fund, LP (the "Green Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Invest Fund") and another party thereto (the "Note Restructuring"). However, the terms for the Note Restructuring were not finalized until October 19, 2023. On October 23, 2023, the Issuer filed a Form 8-K to report a press release dated October 23, 2023, announcing, among other things, the Note Restructuring. |
| F2 | (Footnote 1 continued). As a result of the Note Restructuring, (i) the conversion price was reduced from US$1.03 to US$0.23 per share, (ii) interest payment obligations due on October 6, 2023 (US$58,320 for the Green Fund and US$541,680 for the Co-Invest Fund) will be deferred from October 6, 2023 to October 6, 2024, and (iii) the deferred interest will be convertible into Class A Subordinate Voting Shares. Thus, 4,479,652 shares and 41,607,304 shares of Class A Subordinate Voting Shares are convertible for the Green Fund and the Co-Invest Fund, respectively, at a conversion price of US$0.23/share. |
| F3 | Each of the Green Fund and the Co-Invest Fund may elect at any time such note is still outstanding to covert the full amount of outstanding balance (including unpaid principal, any then unpaid an accrued interest and other amounts payable thereunder) into Class A Subordinate Voting Shares of the Issuers. |
| F4 | The Reporting Person has voting and dipositive control over these derivable securities as he is Managing Member, Head of Research and sits on the investment committee of Navy Capital Green Management, LLC, the investment advisor to the Green Fund and the Co-Invest Fund. |
| F5 | The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purposes. |