Humble & Fume Inc. Successfully Closes Non-Brokered Private Placement

TORONTO— Humble & Fume Inc. a distributor of cannabis and cannabis accessories in North America, has announced the successful closing of its non-brokered private placement of convertible debenture units. The offering, which was previously announced on June 1, 2023, raised a total aggregate principal amount of C$1,540,000.

Each Debenture Unit comprises a C$1,000 principal amount secured subordinated convertible debenture of the company (referred to as a “Debenture”) and 6,250 share purchase warrants (referred to as “Warrants”). The Debentures are convertible into common shares of the company (“Common Shares”) at the option of the holder, at any time prior to maturity, at a conversion price of C$0.06 per Common Share. The Warrants, on the other hand, entitle the holder to acquire one Common Share at an exercise price of C$0.08, valid for 36 months from the closing date of the offering (referred to as the “Closing Date”). A total of 9,625,000 Warrants were issued as part of the offering. The Debentures have a maturity period of 36 months from the Closing Date and bear interest at a rate of 10% per annum, payable upon conversion, repayment, or maturity. They are secured by general security agreements over the company’s assets but are subordinated to the company’s senior secured lender.

Humble & Fume Inc. plans to utilize the proceeds from the offering for general working capital purposes, further strengthening its operations in the industry.

It is important to note that the securities issued through this offering have not been registered under the United States Securities Act of 1933, as amended. Consequently, they may not be offered or sold within the United States or to U.S. persons without proper U.S. registration or an applicable exemption from the registration requirements. This news release is not an offer to sell or a solicitation of an offer to buy securities and shall not constitute a sale of the securities in the United States or any other jurisdiction where such offer, solicitation, or sale would be unlawful.