Sixty Six Capital Announces Conversion of Debentures

Rhea-AI Summary

Sixty Six Capital has announced the conversion of convertible secured grid promissory notes into common shares at the request of noteholders. The company converted CAD$3.59 million of notes into 59.82 million common shares at CAD$0.06 per share and made an additional payment of CAD$1.44 million to a noteholder. Following the conversion, major shareholder David Rowe's ownership changed from 49.07% to 47.05% of outstanding shares, while Robert Keith's ownership increased from 27.52% to 36.54%. The conversion significantly impacts the company's capital structure and debt obligations, with both major shareholders maintaining substantial ownership positions.

Positive

• Reduction of debt obligations through conversion of CAD$3.59 million in notes to equity
• Simplified capital structure through debt-to-equity conversion
• Strong commitment from major shareholders maintaining significant ownership positions

Negative

• Significant dilution of existing shareholders through issuance of 59.82 million new shares
• Large cash payment of CAD$1.44 million impacting company's cash reserves

Toronto, Ontario--(Newsfile Corp. - June 23, 2025) - Sixty Six Capital Inc. (CSE: SIX) ("Sixty Six" or the "Company") announces that, at request of the holders of certain outstanding convertible secured grid promissory notes (the "Notes"), the Company has converted (the "Conversion") an aggregate principal amount of CAD$3,589,399.75, inclusive of all accrued and unpaid interest, of such Notes, into an aggregate of 59,823,328 common shares (each, a "Common Share") in the capital of the Company at a price of CAD$0.06 per Common Share. In addition, the Company has made a payment in the amount of CAD$1,440,784.42 to a holder of the Notes.

Prior to the completion of the Conversion, Mr. David Rowe beneficially owned or controlled an aggregate of 71,432,845 Common Shares, 2,246,653 stock options and an aggregate US$1,176,000 (CAD2,881,568.40 based on the USD to CAD exchange rate of June 17, 2025) principal amount secured grid promissory note, inclusive of interest, representing approximately 49.07% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 56.85% on a partially diluted basis. Following the completion of the Conversion and the exercise of certain stock options held by Mr. Rowe, Mr. Rowe beneficially owns and controls, an aggregate of 97,692,571 Common Shares, representing approximately 47.05% of the Company's issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Rowe may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Prior to the completion of the Conversion, Mr. Robert Keith beneficially owned or controlled an aggregate of 40,069,028 Common Shares, and an aggregate US$1,024,000 (CAD$2,148,615.33 based on the USD to CAD exchange rate of June 17, 2025) principal amount secured grid promissory note, inclusive of interest, representing approximately 27.52% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 41.83% on a partially diluted basis. Following the completion of the Conversion, Mr. Keith beneficially owns and controls, an aggregate of 75,879,283 Common Shares, representing approximately 36.54% of the Company's issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Keith may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

About Sixty Six Capital

Sixty Six is an investment company specialising in crypto and AI assets.

For more information, please visit: https://sixtysixcapital.com/

For more information, please contact:

David Rowe
Chief Executive Officer
15 Percy Street
London W1T 1DS
United Kingdom
Tel: +44 207 1268354

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Certain material assumptions regarding such forward-looking statements may be discussed in this news release and the Company's annual and quarterly management's discussion and analysis filed at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256466

FAQ

What is the conversion price for Sixty Six Capital's (HYHDF) convertible notes?

The convertible notes were converted at a price of CAD$0.06 per common share.

How many new shares did Sixty Six Capital issue in the debenture conversion?

Sixty Six Capital issued 59,823,328 new common shares through the conversion of the notes.

What is David Rowe's ownership percentage in Sixty Six Capital after the conversion?

Following the conversion, David Rowe owns 47.05% of Sixty Six Capital's outstanding common shares.

How much debt did Sixty Six Capital convert to equity?

The company converted CAD$3,589,399.75 of debt, including accrued interest, into equity.

What is Robert Keith's new ownership stake in Sixty Six Capital following the conversion?

After the conversion, Robert Keith owns 36.54% of Sixty Six Capital's outstanding common shares.