Monday, February 27, 2017 8:49:36 PM
Mr. Chan Heng Fai has disclosed that he is a director and the sole shareholder of Xpress Group International Limited. Xpress Group International Limited and Dominick Membership LLC (the Amarantus Investors"), who are institutional investors, were issued 12% senior secured convertible notes ("Secured Note") in principal amount of US$175,000 and US$75,000 respectively by Amarantus on 1 November 2016 pursuant to a securities purchase agreement dated 25 October 2016. The Secured Note matures on 1 November 2017 (the "Maturity Date") and shall accrue interest at a rate equal to 12% per annum. It is convertible at any time into either shares in Amarantus at a fixed conversion price of US$0.0125 per share or shares in Avant owned by Amarantus at a conversion price of US$0.16 per Avant share. If the market price of Avant shares based on an average closing trading price of Avant shares for the five (5) trading days immediately prior to the conversion date (the "Conversion Market Price") is less than US$0.32, then the Amarantus Investors shall receive additional Avant shares such that the total additional amount of Avant shares received by the Amarantus Investors as of the conversion date, when valued at the Conversion Market Price, will equal the principal amount of the Secured Note (plus all accrued and unpaid interest) up to a maximum of 5.5 million Avant shares. On the Maturity Date, all outstanding principal and accrued and unpaid interests shall be converted into shares in Amarantus or Avant.For further information, please refer to Amarantus' Current Report on Form 8-K dated 1 November 2016, which is available at http://www.Amarantus.com.
Except as disclosed above, none of the directors and/or substantial shareholders of the SeD or persons connected to the directors or substantial shareholders of SeD has any interest, whether direct or indirect, in the Asset Investment except for their respective shareholdings in SeD.
CONVERTIBLE PROMISSORY NOTE IN AMARANTUS
SeD's wholly-owned Hong Kong subsidiary, namely, BMI Capital Partners International Limited
("BMI") has partnered with a licensed U.S. investment banking and advisory firm, namely, Dominick & Dickerman LLC to offer debt restructuring and capital raising services ("Restructuring Services") to Amarantus.
In consideration for Restructuring Services provided by BMI, Amarantus has issued a 0% convertible promissory note with an aggregate value of US$500,000 (the "Convertible Note"). The Convertible Note may be converted into shares in Amarantus at a conversion price of US$0.025 per share on or within 12 months from the date of issuance i.e. 18 October 2016 subject to five (5) days prior written notice to Amarantus. If the Convertible Note is not converted into shares in Amarantus on or before 17 October 2017, the Convertible Note shall be converted into shares in Amarantus on 18 October 2017 at a conversion price of US$0.025 per share.
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