Composite Alliance Group Announces Amendments to Previously Issued Debentures and Loans

September 29, 2021 5:34 PM EDT | Source: Composite Alliance Group Inc.

Calgary, Alberta--(Newsfile Corp. - September 29, 2021) - Composite Alliance Group Inc. (TSXV: CAG) (the "Company" or "CAG") announces that it has entered into amending agreements with the related party creditors Malchemy Corporation Limited ("Malchemy"), Team Alpha Limited ("TAL") and K Plus Capital LLC ("K Plus") for the following debentures and loans:

No.Debenture/LoanLenderPrincipal ($)Terms Amended
Annual Interest
1July 2019 debentureTALCND 400,000From 5% to 2%-
2Oct 2019 debentureTALUSD 351,507.25From 5% to 2%From Oct 7 2024
to Jan 31 2026
3Nov 2020 debenture-01MalchemyCND 600,000From 5% to 2%-
4Nov 2020 debenture-02K PlusCND 60,000From 5% to 2%-
5Nov 2020 debenture-03*TALCND 1,000,000From 5% to 2%-
6Convertible bond tranche BMalchemyEUR 1,500,005From 3% to 2%From Dec 31 2022
to Jan 31 2026
7LoansMalchemyEUR 950,000-From Dec 31 2022
to Jan 31 2026


*No amount has been drawn as of the date of this news release.
**Effective from October 1, 2021.

Malchemy is an entity controlled by Sicheng Zhang, a director, officer and shareholder of the Company, and TAL and K Plus are entities controlled by Jim Hsieh, a director, officer and shareholder of the Company. Other than the amendments described herein, the other terms of the debentures and loans remain the same. The purpose of the amending agreements is to reduce the cost to the Company of the debentures and loans and to extend the maturity dates to provide CAG with more flexibility to repay the debentures and loans.

Related Party Participation

The amendments to the debentures and the loans are with entities controlled by insiders of CAG. As insiders of the Company participated in these transactions, they are deemed to be "related party transactions" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The amending agreements were unanimously approved by the board of directors of the Company, with Sicheng Zhang and Jim Hsieh abstaining.

The amendments to the debentures and the loans are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the amendments to the debentures and loans have a fair market value not more than 25% of the market capitalization of CAG.

The Company did not file a material change report more than 21 days before the effective date of the amendments because the Company wished to effect the amendments on an expedited basis for business reasons.

For further information, please contact Dale Burstall, Corporate Secretary and Director, via email at

Forward-Looking Statements

This news release may contain certain forward-looking information and statements. Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond the Company's control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at Any forward-looking statements are made as of the date of this press release and the Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.


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