Katipult Announces $3,000,000 Convertible Debenture Financing

VANCOUVER, May 4, 2018 /CNW/ - Katipult Technology Corp. (TSXV: FUND) ("Katipult" or the "Company") is pleased to announce that, subject to the acceptance by the TSX Venture Exchange (the "Exchange"), the Company intends to complete a non-brokered private placement of unsecured convertible debentures (the "Private Placement") in the principal amount of up to C$3,000,000 (the "Debentures"). Interest on the Debentures will accrue at a rate of 8.5% (the "Interest"), subject to adjustments, compounded quarterly until redeemed or converted in accordance with the terms of the Debentures.

From and after the date of issue of the Debentures, the outstanding principal under the Debentures (the "Principal") will be convertible, at the option of the holder, into common shares of the Company ("Common Shares") at a conversion price of $0.51 per Common Shares (the "Principal Conversion Price"). At the election of the Debenture holder, all or a portion of the Interest accrued on the Debentures may, subject to the approval of the Exchange, be converted into Common Shares at a conversion price equal to the volume weighted average closing price of the Common Shares on the Exchange for the immediately preceding ten (10) trading days (the "Interest Conversion Price").

Subject to the Company satisfying certain milestones, the Company has the option to convert all outstanding Principal into Common Shares at the Principal Conversion Price and to convert all accrued Interest under the Debentures into Common Shares at the Interest Conversion Price (the "Forced Conversion"). The Company also has the right to repay the Principal at any time in cash and accrued Interest in Common Shares.

In the event the Debentures have not been converted or redeemed within five (5) years from the date of issue, the Debenture holder may call the Debenture by providing the Company with twelve (12) months' written notice (the "Notice Date"), after which, if a Forced Conversion has not occurred on the date that is twelve (12) months from the Notice Date (the "Retraction Deadline"), the total Principal will be due and payable by the Company in cash and the Interest under the Debentures accrued as of the Retraction Deadline will be converted into Common Shares at the Interest Conversion Price calculated from the date the Principal is repaid.

The Company intends to use the proceeds from the Private Placement to execute its sales and marketing strategy and for general working capital.

Closing of the Private Placement is subject to all necessary regulatory and stock exchange approvals and execution of final documentation.  All securities issued in connection with the Private Placement will be subject to a four-month hold period from the date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

No finder's fees, broker's fees and/or commissions will be paid in connection with the Private Placement.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This press release contains statements including "forward-looking information" ("Forward-looking statements").  Forward-looking statements in this news release including statements regarding the possible completion of a private placement and the intended use of proceeds from the private placement.  In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals to complete the Private Placement, that the Company will use the proceedings from the Private Placement for the purposes set forth herein, and that the Company is able to complete the Private Placement. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others that the Private Placement will not complete, the Company will deviate from its stated use of proceeds, and delays in obtaining or failure to obtain required government or other regulatory approvals or financing. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Katipult Technology Corp.

Katipult Technology Corp.: Brock Murray, CEO, [email protected], 587-393-3981; Virtus Advisory Group Inc.: Investor Relations, [email protected], 416-644-5081