SOPerior Fertilizer Corp.: Conclusion of Convertible Note Funding

TORONTO, July 29, 2019 - SOPerior Fertilizer Corp. (the “Company”) (TSX:SOP) announces it has entered into a second amending agreement (the “Amending Agreement”) to the termination agreement previously disclosed by press release on January 11, 2019 and March 27, 2019 (the “Termination Agreement”). The purpose of the Amending Agreement is to conclude the Company’s convertible note funding with Lind Asset Management VIII, LLC (“Lind”) by extending the effective date of the Termination Agreement to January 31, 2020.

Terms of the Termination Agreement (as Amended)

• The Company’s obligation to make a one-time payment (the “Release Payment”) to Lind of $1,265,000 USD is extended from June 30, 2019 to January 31, 2020. The Release Payment will be increased by $25,000 USD for each month that the Release Payment is not made following June 30, 2019;
  
• On the date of the Amending Agreement, the Company will issue to Lind: (i) 8,000,000 common shares at a price per common share of $0.06 CAD; and (ii) warrants to purchase 8,000,000 common shares of the Company at exercise price of $0.07 CAD per share for a period of 36 months from the date of issuance;
  
• If, within the six months following the Amending Agreement, the Company completes an equity financing meeting certain conditions, the Company will issue to Lind such number of warrants of the Company equal to half of the quotient of the gross proceeds raised in the financing divided by the share price of the securities issued in the financing (the “Offering Price”), exercisable for a period of 60 months from the date of closing of the financing at a price per share equal to the Offering Price; and
  
• All other terms of the Termination Agreement, as previously amended, remain unchanged.

The Amending Agreement was conditionally approved by the TSX on July 22, 2019.

On Behalf of the Board of Directors

SOPERIOR FERTILIZER INC.

“R. Bruce Duncan”

Executive Chairman and Director

Contact Information
E-mail inquiries: info@SOPfertilizer.com
P: (416) 362-8640
www.SOPfertilizer.com

FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).