Prophecy DeFi Announces Supplemental Debenture and Conversion of the Debentures

Toronto, Ontario–(Newsfile Corp. – October 2, 2025) – Prophecy DeFi Inc. (CSE: PDFI) (“Prophecy DeFi” or the “Company“) is pleased to announce that it has received all required documentation and consents to proceed with the amendment and forced conversion of an aggregate of $5,360,000 principal amount convertible debentures (the “Debentures“) of the Company issued on December 23, 2021.

The Company and TSX Trust Company will enter into a supplemental convertible debenture indenture on or around the date hereof (the “Supplemental Indenture“) pursuant to which the terms of the Debentures will be amended (the “Amendments“) and all principal and accrued interest under the Debentures will be automatically converted into common shares of the Company at a conversion price of $0.01 effective on or around October 17, 2025. The Conversion will result in the issuance of approximately 615,744,889 common shares in the capital of the Company.

John McMahon, CEO of Prophecy DeFi, commented: “We would like to extend our gratitude to our debenture holders. The Amendments enable the Company to simplify its capital structure and concentrate on advancing opportunities that support long-term value creation for all of its stakeholders.”

For additional details regarding the Debentures, please refer to the Company’s news releases dated December 23, 2021, November 7, 2024, and June 10, 2025 each of which, and along with the Supplemental Indenture and the original convertible debenture indenture dated December 23, 2021 as amended by way of a first supplemental indenture dated December 13, 2024 (collectively, the “Indentures“), are and will be available on the Company’s SEDAR+ profile at www.sedarplus.ca.

In accordance with the policies of the Canadian Securities Exchange, the Amendments will not be applicable to an additional $67,000 principal amount Debentures issued under the Indentures to a certain agent involved in the initial issuance of the Debentures as compensation for services provided to the Company. Such Debentures will continue under their current terms, unaffected by the Amendments.

About Prophecy DeFi

Prophecy DeFi Inc. (PDFI) is a publicly traded investment company whose primary objective is to invest its funds for the purpose of generating returns from capital appreciation and income. It plans to accomplish these goals by bringing together technology start-ups in the Blockchain and Decentralized Finance sectors to fund innovation, elevate industry research, and create new business opportunities in a coherent ecosystem.

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the effective date of the Amendments. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

Neither the CSE nor its Market Regulator (as such term is defined in the policies of the CSE) accept responsibility for the adequacy or accuracy of this release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268929