Star Metro - Right Season Closes Financing

Each Debenture is convertible, at the option of the holder, into units of the Company (the "Units") at a price of $0.07 per Unit. Each Unit will consist of one (1) common share in the capital of the Company (each, a "Share") and sixth-tenths (0.6) of a common share purchase warrant (each whole common share purchase warrant, a "Warrant") with each Warrant entitling the holder thereof to purchase one (1) additional common share in the capital of the Company (a "Warrant Share") at a price of $0.07 per Warrant Share for a period of forty-eight (48) months from their date of issue.

Each Debenture bears interest at a rate of 5.45% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments will accrue and be added to the principal amount of the Debenture.

The Debentures will mature on June 30, 2026 and are redeemable at 101% of the face value for the funded amount, and not including the interest that may be settled in securities, as applicable, at any time after the closing date.

Net proceeds from the Offering will be used to pursue potential investment opportunities and for general working capital purposes.

The Company further announces that Kristian Thorlund and Zachary Stadnyk, insiders of the Company, subscribed for $139,500 and $10,500, respectively, in the principal amount of the Offering for a total of 12.5% of the Offering. As insiders of the Company participated in this Offering, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsection 5.5(b) and 5.7(1)(b)) as the Company is not listed on the markets specified in MI 61-101 and neither the fair market value of the Debentures distributed to, nor the consideration received from interested parties exceeded $2,500,000.

The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Offering and the Company wished to close on an expedited basis for business reasons.

The Company also issued 171,429 common Shares to The Back Office Inc., an arm's-length third party, under the Offering, as an administrative fee for its assistance with the Offering.

All securities issued in connection with the Offering are subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws and, as applicable, the TSX Venture Exchange hold period. Completion of the Offering remains subject to the approval of the TSX Venture Exchange. The Debentures were offered pursuant to exemptions from the prospectus requirements.

About Right Season Investments Corp.

Right Season Investments Corp. is a Canadian Venture Capital, Investment and Advisory Firm that strives to actively drive innovation and accelerate growth for its shareholders. Right Season invests capital into private and public companies that offer excellent growth opportunities.

Contact:

Kristian Thorlund, CEO
Tel: 1 833 383 9900
Email: [email protected]

Cautionary and Forward-Looking Statements

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

This news release contains "forward-looking information" within the meaning of applicable securities laws, including statements in respect of the Debentures and use of proceeds. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, that the Company's plans and prospects will vary from those stated in this news release and that the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking information. The statements in this news release are made as of the date of this release.

SOURCE: Right Seasons Investments

View the original press release on ACCESS Newswire

A.Jackson--SMC