Empower Clinics Inc. (CSE:EPW, OTCQB:EPWCF) has announced its intention to complete a non-brokered private placement of secured convertible debenture units at a price of $1,000 per unit, for aggregate gross proceeds of $250,000, and of common share units at a price of $0.05 each for aggregate gross proceeds of $1,000,000, or such other amount as may be determined by the company.

The proceeds of the financing are expected to be used for working capital purposes and general administrative expenses.

Each debenture unit will be comprised of one senior secured convertible debenture of the company in the principal amount of $1,000 and 20,000 warrants of the company, each of which will be exercisable into one common share in the capital of the company at an exercise price of $0.075 per share until two years after the date of issuance.

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The debentures will bear interest at the rate of 10.0% per annum and mature on the date that is two years after the date of issuance. The principal amount of each debenture shall be convertible into shares at the option of the holder at any time prior to the maturity date at a conversion price of $0.05 per share, subject to customary adjustments. The debentures will be secured by a general security agreement to be entered into between the company and the subscriber at the closing.

Each share unit in the financing will be comprised of one share and one warrant, with each warrant exercisable into one share on the same terms as the debenture unit warrants.

Empower has also announced the settlement of all amounts owing under 3,700 outstanding convertible debentures, plus accrued interest, in the aggregate amount of $3,786,400 in exchange for the issuance of a new secured convertible debenture having the principal amount of the outstanding debentures.

The outstanding debentures were convertible into shares at a conversion price of $0.20 per share, while the new debentures shall be convertible, for no additional consideration, into shares at the option of the holder at any time prior to the maturity date at a conversion price of $0.05 per share, subject to customary adjustments.

The company also announced the amendment of the terms of 18,500,000 warrants that were issued with the outstanding debentures. The outstanding warrants will be amended to reduce the exercise price from $0.30 to $0.075 per share and to extend the expiry date for a period of two years from the date of issuance. The company said it may also amend the exercise price and expiry date of other previously-issued warrants of the company on the same terms.

The closing of the financing, issuance of the new debenture and amendments to the outstanding warrants are subject to the approval of the Canadian Securities Exchange.

The closing of the debenture financing and the issuance of the new debentures are expected to occur on November 22, 2022. The closing of the share financing may close in one or more tranches on dates to be determined by the company. Finder’s fees may be payable by the company in connection with the financing.

The securities issued in connection with the financing are expected to be subject to a four-month and one-day hold period under applicable securities laws.

The securities sold under the financing have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States or to or for the account or benefit of a US person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Empower is an integrated healthcare company that provides body and mind wellness for patients through its clinics, with digital and telemedicine care, a medical device company and world-class medical diagnostics laboratories.

Supported by an experienced leadership team, Empower is aggressively growing its clinical and digital presence across North America. The company’s Health & Wellness and Diagnostics & Technology business units are positioned to positively impact the integrated health of its patients, while simultaneously providing long-term value for shareholders.

Contact the author at jon.hopkins@proactiveinvestors.com