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Sirona Biochem Corp . (TSX-V: SBM) (FSE: ZSB) (OTC: SRBCF) (" Sirona " or the " Company ") announce that, further to its news release on January 29, 2024, it has entered into an amendment to the demand grid promissory note dated September 22, 2023 (the " Amended Note ") with 0906462 B.C. Ltd. (the " Lender "). The Amended Note evidences a loan in the aggregate principal amount of up to $1,000,000 (the " Loan "). Pursuant to the terms and conditions of the Amended Note:
(a) the Loan is repayable on demand by the Lender at any time following the one-year anniversary of the date of the applicable advance;
(b) the Loan bears interest at a rate of 12% per annum, calculated yearly not in advance; and
(c) the Company has agreed to, subject to TSX Venture Exchange approval (" TSXV Approval "), issue the Lender 450,000 common shares in the capital of the Company (" Bonus Shares ") at a price of $0.12 per Bonus Share, as consideration for the risks taken by the Lender in providing the Company the Loan.
The Company has drawn on the Loan in six installments from September 22, 2023, to December 29, 2023. The current outstanding balance on the Loan is $540,000 and as of January 31, 2024, the accrued interest on the Loan was $11,178.08. The Company intends to use the proceeds from the Loan for general working capital purposes.
The Bonus Shares, if and when issued, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Lender is wholly-owned by Howard Verrico, a director and officer of the Company. Accordingly, the Loan constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (" MI 61-101 "). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the Loan, as the value of the Loan does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
About Sirona Biochem Corp.
Sirona is a cosmetic ingredient and drug discovery company with a proprietary platform technology. Sirona specializes in stabilizing carbohydrate molecules with the goal of improving efficacy and safety. New compounds are patented for maximum revenue potential.
Sirona's compounds are licensed to leading companies around the world in return for licensing fees, milestone fees and ongoing royalty payments. Sirona's laboratory, TFChem, is in France and is the recipient of multiple French national scientific awards and European Union and French government grants. For more information, please visit www.sironabiochem.com .
For more information regarding this press release, please contact:
Investor Enquiries:
Christopher Hopton
Chief Financial Officer
Phone: (604) 641-4466
Email: info@sironabioche.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
