ShiftCarbon Inc (SHIFF)

[NewJerichoMan]

Convertible Note.

Convertible note of about $306K Canadian, which is about $250K USD. It's far from massive but suggests the credit cards are maxxed and this is what is needed to "prime the pump" on our latest contracts. Below details the verbiage on the associated warrants and potential triggers:

The Convertible Notes mature 12 months from the Closing Date (the "Term"), bear interest at a rate equal to 10.5% per annum, payable on the last business day of each month, beginning on November 30, 2021, and are convertible into units (the "Units") at a conversion price of C$0.65 per Unit. Each Unit consists of one common share of TraceSafe (each, a "Common Share") and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $1.25 per Common Share for a period of two years from the date of issuance.

If TraceSafe's shares trade on the Canadian Securities Exchange at a price of $2.00 per share or greater for twenty consecutive trading days at any time during the Term, TraceSafe will have the right (but not the obligation) at any time thereafter to require the holders of the Convertible Notes to convert their Convertible Notes into Units.