Toronto, Ontario--(Newsfile Corp. - November 7, 2024) - Prophecy DeFi Inc. (CSE: PDFI) ("Prophecy DeFi" or the "Company") announces that it has initiated the process to amend the terms of an aggregate of $5,680,000 principal amount convertible debentures (the "Debentures") and 9,468,560 common share purchase warrants (the "Warrants") of the Company issued on December 23, 2021. Please refer to the Company's press release of December 23, 2021 for a complete description of the Debentures and Warrants.

The Company has received written approval from more than 662/3% of the beneficial holders of Debentures by way of written resolution and is currently seeking the consent of beneficial Warrant holders to effect the proposed amendments, as described below (collectively, the "Amendments").

The Amendments offer more favourable conversion and exercise terms to holders of Debentures and Warrants and are being sought by the Company in an effort to preserve cash for deployment into its investment strategies, allowing the Company to focus on short-term business development.

Key features of the Amendments

The Company will require the consent of at least 662/3% of Warrant holders to proceed with the Warrant Amendments. The Company is working with TSX Trust Company ("TSXT") - the trustee under the debenture indenture (the "Debenture Indenture") and the warrant agent under the warrant indenture dated December 23, 2021, governing the Debentures and Warrants - to implement the Amendments.

Requisition in Writing

The Company further announces that it is requesting Debenture holders to provide a requisition in writing (the "Requisition") instructing TSXT to waive an event of default consisting of the non-payment of interest due and payable on October 1, 2024, pursuant to the terms of the Debenture Indenture. The Company did not make the interest payment as it was in the process of seeking the consent of holders to implement the Amendments, which would effectively defer overdue interest.

Pursuant to the terms of the Debenture Indenture, in order for TSXT to waive the event of default and proceed with the Amendments, the Requisition must be provided by Debentureholders holding at least 50% of the outstanding principal amount of the Debentures. The Company expects it will receive the requisite number of Requisitions and will be in a position to proceed with the Amendments in due course.

The Amendments have been approved by the Canadian Securities Exchange and a further announcement related to the effective date of the Amendments will be provided in due course assuming all consents are obtained.

About Prophecy DeFi

Prophecy DeFi Inc. (PDFI) is a publicly traded investment company whose primary objective is to invest its funds for the purpose of generating returns from capital appreciation and income. It plans to accomplish these goals by bringing together technology start-ups in the Blockchain and Decentralized Finance sectors to fund innovation, elevate industry research, and create new business opportunities in a coherent ecosystem.

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the approval of the Warrant Amendments by Warrant holders, the expected effective date of the Amendments, and the Debenture holders providing the requisite number of Requisitions to TSXT, which is required by the Company to proceed with the Debenture Amendments. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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

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