Humble & Fume Inc. Announces Closing of Private Placement of Convertible Debentures in the Principal Amount of C$1,540,000

Toronto, Ontario – June 13, 2023 – Humble & Fume Inc. (CSE: HMBL, OTCQX: HUMBF) (“Humble” or the “Company”), a leading distributor of cannabis and cannabis accessories in North America, announces the closing of its non-brokered private placement of convertible debenture units of the Company (the “Debenture Units”), which was previously announced June 1, 2023, in aggregate principal amount of C$1,540,000 (the “Offering”).

Each Debenture Unit is comprised of: (i) one C$1,000 principal amount secured subordinated convertible debenture of the Company (a “Debenture”); and (ii) 6,250 share purchase warrants of the Company (each, a “Warrant”). The outstanding principal amount of each Debenture is convertible at the option of the holder, at any time prior to maturity, into common shares of the Company (the “Common Shares”) at a conversion price of C$0.06 per Common Share. Each Warrant is exercisable to acquire one Common Share at an exercise price of C$0.08 for a period of 36 months from the closing date of the Offering (the “Closing Date”). A total of 9,625,000 Warrants were issued in the Offering. The Debentures mature 36 months from the Closing Date, can be repaid at the option of the Company, and bear interest at a rate of 10% per annum, payable on the earlier of conversion, repayment, or maturity. The Debentures are secured by general security agreements over the Company’s assets, but subordinated to the Company’s senior secured lender.

The Company intends to use the proceeds raised from the Offering for general working capital.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.


Humble & Fume, Inc. is a leading North American distributor of cannabis and cannabis accessories, supported by a customer-centric sales team and a strong fulfillment infrastructure. As the only fully integrated cannabis distribution solution, Humble bridges the gap for retailers, licensed cannabis producers, multi-state operators, and cannabis consumers to maximize sales penetration, and increase financial performance. With over 20 years of North American operating experience, Humble has cultivated extensive vendor and customer relationships, distributing premium cannabis consumables and consumption devices. The Company is comprised of Humble+Fume / B.O.B. Headquarters Inc., Windship Trading LLC, and Humble Cannabis Solutions.


Matthew MacKay, CFO
Humble & Fume, Inc.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.



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