Vaughan, Ontario--(Newsfile Corp. - April 22, 2025) - Delota Corp. (CSE: NIC) (FSE: S62) ("Delota" or the "Company") is pleased to announce that it has completed the early redemption of Senior Secured Convertible Debentures (as described below) in the amount of $900,000 plus accrued interest as of today (the "Prepayment"). The Debenture Units (as defined below) were originally issued to arm's length investors led by Plaza Capital (the "Lead Investor") on December 19, 2023 (the "Offering") and disclosed in the Company's news release dated December 19, 2023.
In connection with the Offering, on December 19, 2023, the Company issued Debenture Units (the "Debenture Units") consisting of: (i) a $1,000 principal senior secured convertible debenture (each a "Debenture"); and (ii) 10,000 common share purchase warrants (each, a "Warrant") exercisable for 10,000 common shares in the Company (each, a "Share"). The Debentures were to mature 18 months from the date of issuance and bear interest at a rate of 1% per month, beginning on the date of issuance and payable in cash on the last day of each calendar month.
The principal sum of the Debentures, or any portion thereof, and any accrued but unpaid interest, was eligible to be converted into Shares at a conversion price of $0.10 per Share, subject to adjustment conditional upon compliance with the polices of the Canadian Securities Exchange (the "CSE"). Each Warrant entitles the holder thereof to acquire one additional Share (each, a "Warrant Share") at a price of $0.15 per Warrant Share, subject to adjustment conditional upon compliance with the polices of the CSE, for a period of 36 months from the date of issuance.
Following the Prepayment, the Debentures have been cancelled, and none of the Debentures have been converted into Shares. As of the date of this news release, no Warrants have been exercised, and all Warrants issued pursuant to the Offering are scheduled to expire on December 19, 2026.
The obligations under the Debentures are collaterally secured by a general security agreement from the Company and its wholly owned subsidiaries, 2360149 Ontario Inc. d/b/a 180 Smoke Vape Store, 180 VFC Inc., 1000712645 Ontario Inc., and Spyder Cannabis Subco Inc. d/b/a Offside Cannabis (collectively, the "Guarantors") and a pledge of the security interests of the Guarantors to the Lead Investor as agent on behalf of the Debenture holders. Following the Prepayment, the security interests and obligations of the Guarantors and the Company are to be discharged and all pledged securities of the Guarantors are to be returned to the Company.
Officer Departure
The Company announces that Christina Pan, Delota's Chief Operating Officer, is no longer with the Company, effective April 16, 2025. We appreciate her contributions throughout her tenure and extend our best wishes for her future endeavors.
The Company has chosen not to replace the Chief Operating Officer position, opting instead to restructure the organization to create a flatter, more efficient management structure.
About Delota Corp.
Delota is the largest omni-channel specialty vape retailer in Ontario with a mission of becoming one of the largest national specialty retailers of nicotine vape and alternative tobacco products. The Company's growth strategy includes aggressively growing its flagship brand, 180 Smoke Vape Store, by expanding its retail footprint organically in Ontario and select provinces across Canada, strengthening its national e-commerce platform, and through strategic M&A to accelerate growth and market consolidation. The Company is committed to expanding its nicotine product assortment, enhancing customer experience, and growing its registered customer base, which now exceeds 280,000 accounts.
Investors interested in learning more about Delota can visit www.delota.com.
For further information, please contact:
Delota Corp.
Julia Becker
Capital Markets
T: (604) 785-0850
E: ir@delota.com
Cameron Wickham
Executive Vice Chair and CEO
T: (905) 330-1602
E: info@delota.com
Forward-Looking Information and Cautionary Statements
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to the use of proceeds; and the discharge of the security interests in connection with the Debentures will be completed in a timely fashion.
Forward-looking information in this press release are based on certain assumptions and expected future events, including but not limited to the use of proceeds being utilized as outlined herein; and the potential adjustments being conducted in accordance with the policies of the CSE.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to the Company not utilizing the use of proceeds as outlined herein; and the potential delay in the discharge of security interests delivered in connection with the Debentures, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward- looking information, except as required by applicable law.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249433
SOURCE: Delota Corp.
