Touchpoint Group Holdings, Inc. announced that it has entered into agreement for a private placement of 12% senior secured promissory note for gross proceeds $562,500 on March 28, 2022. The transaction will include participation from returning investor Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC. The note carries fixed interest rate of 12% per annum and will mature from twelve months from the Issue Date.

The notes are convertible into common shares at a par value of $0.002. The note is issued at a discount of $62,500 having principal amount of $625,000. The company will also issue warrants to purchase 175,000,000 shares and 245,000,000 shares.

The First Warrant is exercisable until March 28, 2027, at a price of $0.002 per share, subject to customary anti-dilution adjustments. The Second Warrant only becomes exercisable upon the occurrence of an Event of Default and, upon such occurrence, remains exercisable for a period of five years and will be cancelled if the Note is satisfied by its maturity date and prior to an Event of Default. The price payable upon exercise of the Second Warrant is $0.002 per share, subject to customary anti-dilution adjustments.