Toronto, Ontario – (Newsfile Corp. – December 23, 2021) – Prophecy DeFi Inc. (CSE: PDFI) (“DeFi Prophecy“or the”Society“) is pleased to announce that it has completed its previously announced negotiated private placement of a total of 5,680 units of convertible debentures of the Company (the”Debenture units“) at an issue price of $ 1,000 per unit of debenture for total gross proceeds of $ 5,680,000 (the”Offer“).

Each unit of debenture is composed of a principal amount of $ 1,000 of the Company’s 10.0% unsecured convertible debentures (the “Convertible debentures“) and 1,667 warrants to purchase ordinary shares of the Company (the”Mandates“). Each convertible debenture matures 36 months after the closing of the offering (the”Due date“) and bears interest at the rate of 10.0% per annum from the date of issue, payable quarterly in cash. The convertible debentures are convertible into common shares of the Company (“Ordinary actions“) at the option of the holder at any time before the Maturity Date, or on the Business Day immediately preceding a date fixed for the redemption of the Convertible Debentures, at a conversion price equal to $ 0.60 per Common Share (the”Conversion price“). Upon conversion, the holder will receive accrued and unpaid interest on the principal amount of the convertible debentures being converted for the period from the date of the last payment date of interest inclusive up to, but excluding, the date The conversion price is subject to adjustment in the event of the occurrence of certain customary events. The Company has the right to force the conversion of convertible debentures at the conversion price if the weighted average price based on the daily volume of the shares on Canadian Securities Exchange (the “CST“) is greater than $ 1.20 for 10 consecutive trading days. In the event of a change of control of the Company, holders of convertible debentures have the right to require the Company to redeem their convertible debentures, in aggregate or in part, on the date which is 30 days following the notice of the change of control at a price equal to 105% of the principal amount of the convertible debentures then outstanding plus accrued and unpaid interest thereon.

Each warrant may be exercised in one common share at a price of $ 0.90 per common share for a period of 36 months from the closing of the offering, subject to the right of the Company to bring forward the date of the offering. expiration of the warrants if, at any time after the date that is four months and a day after the closing of the offering, the daily volume weighted average price of the common shares on the CSE is greater than $ 1.80 for 10 consecutive trading days.

In consideration for the services provided by Canaccord Genuity Corp. (the “Lead Agent“) on behalf of a syndicate of agents comprising INFOR Financial Inc. (collectively, the”Agents“), in connection with the offering, the Agents received a commission of $ 284,000 and issued 473,333 warrants of the Company, each of which may be exercised to acquire a Unit of the Company (a”Agent unit“) at any time before the date falling 36 months after the closing of the offering at an exercise price equal to the conversion price. Each unit of the Agents will consist of one Common Share and one Warrant. The Company also paid the Lead Agent a corporate finance commission of 142 debenture units.

The net proceeds of the Offering will be used by the Company for Layer2 Blockchain liquidity extraction operations and for general working capital purposes. Debenture units, including convertible debentures, warrants and common shares issuable upon conversion or exercise thereof, will be subject to a four-month hold period from the date closing of the placement.

The CSE has not reviewed this press release and accepts no responsibility for its adequacy or accuracy.

The securities described herein have not been registered under the US Securities Act of 1933, as amended (the “Act“), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

About Prophecy DeFi

Prophecy DeFi (CSE: PDFI) was officially launched on June 23, 2021. The company aims to bring together technology start-ups from the Blockchain and DeFi sectors to fund innovation, elevate industrial research and create new business opportunities in an ecosystem coherent.

www.prophecydefi.com

For more information, please contact:

John McMahon, CEO
Phone. : (416) 764-0314
Email: [email protected]

Forward-looking information

Certain information contained in this press release may contain forward-looking information that involves substantial known and unknown risks and uncertainties. This forward-looking information includes, among other things, statements regarding the intended use of the proceeds of the offering. This forward-looking information is subject to numerous risks and uncertainties, some of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions and dependence vis-à-vis regulatory approvals. Readers are cautioned that the assumptions used in the preparation of this information, although believed to be reasonable at the time of preparation, may prove to be imprecise and, as such, one should not place undue reliance on forward-looking information. No assurance can be given that any of the events anticipated by the forward-looking information will or will occur or, if any of them do, what benefits the Company will derive from them. Forward-looking information is made as of the date of this press release and the Company assumes no obligation to update forward-looking information, except as may be otherwise required by applicable securities law.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

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