NovX21 Inc. (TSXV:NOV) announced a private placement for a minimum of 1,000 units at CAD 1,000 per unit and a maximum of 2,500 units at CAD 1,000 per unit for minimum gross proceeds of CAD 1,000,000 and maximum gross proceeds of CAD 2,500,000 on April 7, 2015. Each unit is comprised of a four year 8% unsecured convertible subordinated debenture in the principal amount of CAD 1,000 and 5,000 share purchase warrants. Each debenture is convertible at the option of the holder into common shares of the company common shares at any time starting after the closing date and prior to the close of business on the last business day prior to the maturity date at a conversion price of CAD 0.10 per common share for the first and second year, CAD 0.11 for the third year, and CAD 0.121 for the fourth year, being at a rate of approximately 10,000 common shares for the first and second year, 9,090.9 common shares for the third, and 8,264.46 common shares for the fourth year, per CAD 1,000 principal amount of debentures, subject to adjustment in certain circumstances. Each warrant allows the holder to purchase one common share of the company at CAD 0.20 for a period of 36 months from the closing date.

The debentures would mature on March 31, 2019, four years after its issuance bearing 8% interest per year, payable in equal semi-annual cash installments on May 31 and November 30, commencing May 31, 2016. The shares issued as a result of conversion of the debentures within the first four months after the closing date are subject to a hold period ending four months after the closing date. The closing date of the transaction is expected to be on or about May 7, 2015. The transaction is subject to several conditions including regulatory approvals including that of the TSX Venture Exchange.

On April 13, 2015, the company announced that it has invited existing shareholder to participate in the transaction. Only shareholders who, as of share register record date of April 7, 2015, held common shares or continue to hold common shares at the time of closing may participate in the transaction. The aggregate subscription cost to existing shareholder cannot exceed CAD 15,000, unless such shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer.