ICEsoft Technologies Canada Corp. Announces Closing of Secured Convertible Debt Financing Round

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[{"type":"text","content":"ICEsoft Technologies Canada Corp. Announces Closing of Secured Convertible Debt Financing RoundCalgary, Alberta--(Newsfile Corp. - March 1, 2023) - ICEsoft Technologies Canada Corp. (CSE: ISFT) (the \"Company\" or \"ICEsoft\") is pleased to announce it has closed its secured convertible financing (the \"Debt Financing\") round raising gross cash proceeds of CAD $100,000 and the conversion of CAD $150,000 of pre-existing debt. The issued secured convertible promissory notes (the \"Notes\") shall bear simple interest at a rate of 15% per annum. The term of the Notes is 36 months, and the Notes bear a conversion feature allowing the note holder to convert all or part of the principal balance and accrued interest into common shares in the capital of the Company (each, a \"Common Share\") at an exchange rate of CAD $0.05 / share. Full conversion of issued Note principal and all accrued interest through the end of term of the note would result in the issuance of 7,250,000 Common Shares. No finder's fees were paid with respect to the completion of the Debt Financing. The proceeds, net of transaction costs, of the Debt Financing are expected to be used for general working capital and to accelerate sales and fund new market expansion efforts.Participating as part of the financing was company director and CEO Brian McKinney. On the basis that Brian McKinney, is the beneficial owner of, and/or has control or direction over, directly or indirectly, more than 10% of the Common Shares, and has participated in the Debt Financing directly or indirectly, the sale and issuance of CAD $100,000 worth of Notes to Mr. McKinney in return for cash payment, and CAD $150,000 worth of Notes to Mr. McKinney by way of converted, pre-existing debt, are a \"related party transactions\" within the meaning of Multilateral Instrument 61 101 (\"MI 61 101\"). In conducting their review and approval process of the Debt Financing, the board of directors of the Company determined that the preparation and distribution of a formal valuation and the seeking of shareholder approval for, and in connection with, the Debt Financing was not necessary under MI 61 101 because: (a) for the purposes of Sections 5.5(b) and 5.7(1)(a) of MI 61 101, the issuer is not listed on Specified Markets, (b) at the time the related party transactions were agreed to, neither the fair market v...

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