AMPD Ventures Inc (CSE:AMPD, OTCQB:AMPDF) told investors it intends to conduct a non-brokered private placement through the sale of up to 70 units at C$11,000 each for aggregate gross proceeds of up to C$770,000, which it intends to use the net proceeds from the placement for general working capital purposes.
Referring to a March 24, 2023, announcement, AMPD repeated its commitment to reducing monthly expenses, focusing on potentially high-growth areas such as its Departure Lounge subsidiary, and evaluating less capital-intensive mechanisms to realize the investment made to date in the high-performance cloud and compute platform developed at its AMPD Technologies subsidiary.
"I remain convinced that the opportunity represented by the new era of digital content creation and distribution is as robust and valuable as ever," incoming AMPD CEO James Hursthouse said in a statement. "I would like to thank all of our investors for their support and patience to date, and thank in advance those willing to support us moving forward.”
READ: AMPD Ventures appoints Departure Lounge boss James Hursthouse as new CEO
Terms of placement
The company said each unit will consist of one 10% unsecured convertible debenture of the company, with a maturity date of three years from the date of issuance and 200,000 common share purchase warrants, with each full warrant entitling the holder to buy one of its common shares at an exercise price of C$0.075 for thirty-six months following the closing date of the private placement.
The principal amount of each convertible debenture will be C$11,000 and will be convertible, for no additional consideration, into common shares at the option of the holder at any time before the earlier of: (i) the fifth business day immediately following the date of receipt of a prepayment notice by delivering to the Company written notice of the holder's intention to convert, and (ii) the close of business on the fifth business day immediately preceding the maturity date, in both instances at a conversion price of C$0.055 per common share.
AMPD noted that the convertible debentures will bear interest at a simple rate of 10% per annum payable quarterly in arrears in cash on March 31, June 30, September 30, and December 31 of each year. The first interest payment is expected to be on June 30, 2023, for the period from the issue date to June 30, 2023. Upon conversion, it said the holder will receive the number of common shares equal to the principal amount of the debentures converted divided by the conversion price, plus a cash payment equal to any accrued and unpaid interest thereon for the period from and including the date of the latest interest payment date to, and including, the date of conversion.
If the 30-day volume weighted average price of the company's common shares listed on the Canadian Securities Exchange (CSE) is equal to or greater than C$0.15, AMPD said it may, at its option, prepay the outstanding principal amount and accrued but unpaid interest under the debentures at any time before the maturity date.
As part of the transaction, AMPD said it may enter into finder's fee agreements with qualified finders, under securities laws and the policies of the CSE.
The private placement is subject to regulatory approval and all securities issued will be subject to a four-month hold period. Closing is expected to take place on or about April 7, 2023, the company added.
AMPD Ventures' stated mission is to advance the way digital content is created and consumed by building the world’s best suite of tools and technologies for digital content creation and distribution.
Contact the author at stephen.gunnion@proactiveinvestors.com