Each Debenture Unit consists of one senior secured convertible debenture (the "Debenture") and such number of common share purchase warrants in the capital of the Company (each, a "Warrant") equal to 50% of the common shares (each, a "Share") issuable upon conversion of the principal of the Debenture.

The Debentures:

• Accrue interest at a rate of 12.0% per annum, calculated and payable quarterly in either cash or shares, at the election of the holder;
• Mature 36 months from the date of closing (the "Maturity Date"); and
• Are convertible into shares at C$0.105 per Share, in accordance with the Debenture terms.

The Company retains the right to repay the Debentures early. Each Warrant entitles the holder to purchase one Share at an exercise price of C$0.14 for 36 months from issuance (the "Expiry Time"). Reklaim also retains a forced conversion right should the Shares trade at a VWAP of C$0.20 or higher for ten consecutive trading days on the TSX Venture Exchange (the "TSXV").

If the Company repays the principal during the first year, half of the Warrants will expire immediately upon repayment, and the remaining half will expire one year after the closing date. A total of 2,380,952 Warrants were issued under the Offering.

No commissions or finder's fees were paid in connection with the Offering. The Offering remains subject to final approval by the TSXV, and all securities issued under it are subject to a four-month hold period, plus one day, in accordance with applicable securities laws.

About Reklaim Ltd.

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Forward-Looking Statements

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends," "expects," "anticipates," or variations of such words and phrases or statements that certain actions, events or results "may," "could," "should," "would," "potentially," or "likely" occur.

These statements are not historical facts and are made as of the date of this news release. They include, but are not limited to, statements regarding the receipt of TSXV final approval, the intended use of proceeds, the repayment of the Debentures and any accrued interest and the timing thereof. These forward-looking statements involve numerous risks and uncertainties, and actual results may differ materially from those suggested in any forward-looking statements. These risks and uncertainties include, among other things: market prices, continued availability of capital and financing, and general economic, market, or business conditions.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, without limitation: prevailing market conditions; general business, economic, competitive, political, and social uncertainties; and the ability of the Company to execute and achieve its business objectives.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially. Accordingly, readers should not place undue reliance on forward-looking statements.

The Company does not undertake to update any forward-looking statement, forward-looking information, or financial outlook contained herein, except in accordance with applicable securities laws. Readers are encouraged to review the Company's continuous disclosure documents available at .

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SOURCE: Reklaim