Humble & Fume Inc. Announces Intention to Raise Approximately C$2 Million through Non-Brokered Private Placement

LOS ANGELES– Humble & Fume Inc., a distributor of cannabis and cannabis accessories in North America, has revealed its plans to undertake a non-brokered private placement offering. The company intends to issue approximately 2,000 convertible debenture units (the “Debenture Units”) at a subscription price of C$1,000 per Debenture Unit, aiming to generate aggregate gross proceeds of around C$2,000,000.

Each Debenture Unit will consist of a C$1,000 principal amount secured subordinated convertible debenture (the “Debenture”) and 6,250 share purchase warrants (each, a “Warrant”) of Humble & Fume Inc. The Debenture will have an outstanding principal amount that can be converted, at the holder’s discretion, into common shares of the company (the “Common Shares”) at a conversion price of C$0.06 per Common Share. Each Warrant will entitle the holder to acquire one Common Share at an exercise price of C$0.08 within a 36-month period from the closing date of the offering.

The maturity date of the Debentures will be 36 months from the closing date, with the option for the company to repay them. The Debentures will bear interest at a rate of 10% per annum, payable upon conversion, repayment, or maturity. They will be secured by general security agreements over Humble & Fume Inc.’s assets but will be subordinated to the company’s senior secured lender.

As part of the offering, Humble & Fume Inc. may compensate certain finders with cash commissions and/or non-transferable share purchase warrants, adhering to the policies of the Canadian Securities Exchange (CSE). The proceeds raised from the offering will be utilized for general working capital purposes. The offering may be completed in multiple tranches.

The closing of the offering is expected to take place on or around June 9, 2023, subject to certain conditions and approvals, including the approval of the CSE.