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Chemistree Technology Inc. Calls Extraordinary Meeting Amid Restructuring Plans

VANCOUVER, BC, March 14, 2024 /PRNewswire/ — Chemistree Technology Inc. (CSE: CHM) (US OTC: CHMJF), referred to herein as "the Company" or "Chemistree," today formally announced the scheduling of an extraordinary meeting for holders of the 10% senior unsecured convertible debentures due March 29, 2024 (the "Debentures") for April 5, 2024. Alongside this upcoming Debentureholder Meeting, the company has accepted the resignations of Nicolas Zitelli and Gina Dickson from their positions as directors.

The Board has delivered a unanimous message urging Debentureholders to vote in favor of the restructuring transaction and receive trustee authorization. They emphasize the importance of every vote, regardless of the size of one's holdings, and encourage participation even from those unable to attend.

Important Resolutions on the Table at the Debentureholder Meeting

During the planned Debentureholder Meeting, the company will introduce two critical resolutions for the Debentureholders' consideration. These resolutions are bound by the trust indenture created between Chemistree and Odyssey Trust Company on March 29, 2019, and subsequently supplemented on January 17, 2022 (the "Indenture").

The primary resolution entails an unprecedented move to settle the principal of all outstanding Debentures and extinguish claims related to them in favor of issuing common shares in Chemistree's capital. It is anticipated that approximately 683,700,000 common shares, priced at $0.01 each, will be allocated to the Debentureholders. Following the transaction, Debentureholders would possess roughly 90.3% of the company's common shares, corresponding to 100,000 shares per $1,000 of the principal amount held.

The secondary resolution focuses on entrusting Odyssey Trust Company, the Indenture’s trustee, with the autonomy to accept or agree to any organizational restructuring or transaction within bankruptcy, liquidation, or other similar proceedings pertaining to the company on behalf of the Debentureholders. This would circumvent the necessity of a further extraordinary resolution before acceptance or consent.

Compelling Motives Behind the Proposed Resolutions

The approaching maturity date of March 29, 2024, will see the Debentures reaching a significant sum of $6,837,000 due. The Board has concluded, given the company's present financial circumstances, that it will be unable to repay this amount in cash during maturity. Furthermore, Chemistree anticipates difficulties in raising the necessary funds using its current capital structure.

To tackle these financial challenges, the company has envisaged the Restructuring Transaction as an effective solution. According to the Board, this strategic move will not only eliminate convertible debt and debt service obligations but also bolster liquidity, streamline the company's balance sheet, and consolidate its capital structure. Most importantly, this restructuring allows for Debentureholders to take a substantial equity stake in Chemistree, enabling them to be part of the company’s future growth more actively.

In a scenario where the Restructuring Transaction fails to secure the Debentureholders' approval, or if the company opts not to move forward with the plan, the Trustee Authorization emerges as an alternative route. Such authorization lets the Trustee act on behalf of the Debentureholders in any insolvency proceedings, negating the need for additional extraordinary resolutions and potentially reducing costs and recovery timeline concerning the Debentures' principal amounts.

Critical Voting Dynamics at the Upcoming Meeting

The slated meeting will take place on April 5, 2024, where the aforementioned resolutions regarding the Restructuring Transaction and the Trustee Authorization will be subject to the Debentureholders' vote. As per the Indenture, an extraordinary resolution's passage requires a quorum of at least 25% of the principal amount of outstanding Debentures, either present in person or represented by proxies. To secure approval, each resolution must garner affirmative votes from holders representing at least two-thirds of the principal amount of Debentures present or represented at the meeting or its adjournment.

Moreover, the Debentureholders possess the option of passing each resolution in writing, requiring affirmative votes from holders representing 66⅔% of the outstanding principal amount of the Debentures. Votes at the meeting will be calculated on the basis of one vote per $1,000 in the principal amount held by each Debentureholder.

A Closer Look at Chemistree Technology Inc.

Chemistree Technology Inc. has positioned itself as a Canadian investment firm dedicated to harnessing opportunities across diverse industries. The company's strategy hinges on identifying and investing in early-stage ventures with significant potential, where Chemistree can act as the leading investor while providing managerial expertise and advisory services.

Its current portfolio includes investments in a biotechnology project targeting consumers, a renewable energy developer focusing on wind and solar sectors named "REVV," a wellness brand "FUEL" rooted in plant-based products, and an Ontario-based limited partnership "ONLP," devised to leverage long/short equity opportunities predicted to exhibit significant price shifts.

For more information and to review documents referenced, you can visit Chemistree's website at www.chemistreetechnology.com and access detailed files through the SEDAR+ website at www.sedarplus.ca.

A Message From the President

Karl Kottmeier, the President of Chemistree, emphasized the importance of the upcoming meeting and the resolutions at play. His statement is a testament to the critical juncture at which the company finds itself and highlights the potential impact of Debentureholders' decisions on the company's financial restructuring and future direction.

Furthermore, it's worth noting that the Canadian Securities Exchange and its Market Regulator have not reviewed the contents of this news release and therefore do not accept responsibility for its adequacy or accuracy.

Forward-Looking Statements: A Glimpse into Chemistree's Future

Included in this announcement are forward-looking statements as described by applicable securities laws. These statements don't reflect historical data but instead, focus on future events and projections. Often expressed using terminology such as "anticipate," "believe," "plan," and similar expressions, these forward-looking statements address various aspects of business and financial outcomes expected by the company. Key among these is the anticipated timing and outcomes of resolutions at the Debentureholder Meeting; the Debentureholders granting approval for the Restructuring Transaction and the Trustee Authorization; and the potential difficulty of settling the Debentures' principal amount on maturity without the restructuring.

These forward-looking statements are not guaranteed and are subject to risks and uncertainties, including but not restricted to those listed in Chemistree's filings with Canadian security regulators. The company’s ability to gain Debentureholder approval at the meeting and the possible failure to repay the Debenture principal on the due date are also areas of uncertainty. There is no set obligation for Chemistree to update these statements, although they may change based on future events, new information, or otherwise, as required by securities laws.

Conclusion and Next Steps

As Chemistree approaches a pivotal moment in its financial restructuring, all eyes are on the Debentureholders as their votes have the power to shape the company's future. The upcoming Debentureholder Meeting is not just a formality but a strategic platform that could redefine Chemistree's market positioning and its investors' stakes. The company awaits the results of the April 5th assembly with the hope of turning a challenging financial scenario into an opportunity for growth and increased shareholder value.

Investors and interested parties are encouraged to familiarize themselves with the full extent of the forward-looking statements and understand the inherent risks involved. Chemistree Technology Inc. will continue to maintain transparency and provide updates as required, ensuring that all stakeholders are informed of the company's direction and developments.

SOURCE: Chemistree Technology Inc.

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