On May 11, 2021 Helix BioPharma Corp. (TSX) ("Helix" or the "Company"), an immuno-oncology company developing innovative drug candidates for the prevention and treatment of cancer, reported that it has entered into a definitive convertible security funding agreement (the "Agreement") with Lind Global Macro Fund, LP, a New York based institutional investment fund managed by The Lind Partners, LLC (together, "Lind") (Press release, Helix BioPharma, MAY 11, 2021, View Source [SID1234579782]). Under the terms of the Agreement, an initial CAD$3.5 million will be funded pursuant to the issuance of a convertible security (a "Convertible Security") which is expected to occur on or around May 12, 2021 ("First Tranche"). The Agreement also contemplates the issuance of a second Convertible Security upon the mutual agreement of the Company and Lind for gross proceeds to the Company of up to CAD$6.5 million (the "Second Tranche").

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Each Convertible Security issuable under the Agreement will have a two-year term from the date of issuance and will accrue simple interest rate obligation of 8.75% per annum on the amount funded, which interest shall be prepaid and attributed to the face value of each Convertible Security upon the issuance, resulting in a face value of $4,112,500 for the Convertible Security issuable under the First Tranche. The Company has agreed to pay Lind a 3% commitment fee of the amount funded under the First Tranche and Second Tranche and due upon closing of each such tranche.

Lind will be entitled to convert the Convertible Securities into common shares in the capital of the Company ("Common Shares") over the term of the applicable Convertible Security, subject to certain limitations, at a conversion price equal to 85% of the five-day trailing volume-weighted average price ("VWAP") of the Common Shares prior to the date a notice of conversion is provided to the Company by Lind. The Agreement includes certain restrictions on the maximum face value of each of the Convertible Securities that may be converted in any particular month. In addition, Helix has the option to buy-back 66.7% of the Convertible Securities in cash at any time with no penalty, subject to the option of Lind to convert up to 1/3 of the face value of the applicable Convertible Security into Common Shares at the time of such buy-back. If the Convertible Security is repaid by the Company within 180 days of issuance, the face value amount owed will be reduced pursuant to the terms of the Agreement. Lind will also be entitled to accelerate its conversion right to the full amount of the face value or demand repayment of the face value in cash upon a default and other designated events as set out in the Agreement. To the extent that the full face value of a Convertible Security has not been converted at the maturity date of the applicable Convertible Security, the outstanding balance of such face value shall be to be repaid to Lind by the Company in cash.

In addition, in respect to the First Tranche, the Company has agreed to issue 1,957,056 common share purchase warrants ("Warrants") exercisable into Shares for a period of 48 months at an exercise price of CAD$1.0283 per Common Share. Under the terms of the Agreement, the Company has also agreed to issue Lind such number of Warrants as is equal to the quotient of one-half of the gross proceeds of Convertible Security issued under the Second Tranche divided by the 20-day VWAP of the Common Shares immediately prior to the closing date of the Second Tranche exercisable for a period of 48 months at a price per Common Share equal to the greater of (i) the market price of the Common Shares immediately prior to the closing date of the Second Tranche and (ii) 115% of the 20-day VWAP of the Common Shares immediately prior to the closing date of the Second Tranche. 1

The securities issuable under the Agreement will be subject to a hold period pursuant to Canadian securities laws, expiring four months and a day after the issuance of the applicable security. Closing of each of the transactions contemplated under the Agreement is subject to the approval of the Toronto Stock Exchange.

Alpha Bronze LLC will be entitled to a finder’s fee equal to 5% of the proceeds received by Helix under the Agreement.