Lendified Announces Partial Revocation Order of Failure-to-File Cease Trade Order to Permit Completion of Private Placement Financing
Toronto, Ontario--(Newsfile Corp. - August 17, 2020) - Lendified Holdings Inc. (TSXV: LHI) (formerly, Hampton Bay Capital Inc.) (the "Company" or "Lendified") today announced that the Ontario Securities Commission ("OSC") has issued an order dated August 14, 2020 partially revoking (the "Partial Revocation Order") the failure-to-file cease trade order issued against the Company on July 9, 2020 (the "FFCTO") for failing to file certain outstanding continuous disclosure documents in a timely manner.
The Company applied for the Partial Revocation Order to complete a non-brokered private placement ("Private Placement") of up to 95,154,575 units (the "Units") of the Company at a price of $0.015 per Unit, with each Unit comprised of one common share (a "Share") of the Company and one Share purchase warrant (a "Warrant") with each Warrant being exercisable to acquire one Share at a price of $0.05 per Share for a period of 36 months following the closing date of the Offering, for aggregate gross proceeds to Lendified of up to $1,427,318, as disclosed in its press release of June 30, 2020. The Company intends to proceed to complete the Private Placement; however, there can be no assurances that the Offering will be completed in full, or at all. The FFCTO continues to apply in all other respects.
The proceeds of the Private Placement will be used to pay, among other things, outstanding fees owed to the Company's auditors and other service providers, public and filing fees, legacy accounts payable as well as for general working capital purposes. Completion of the Private Placement will help the Company in its efforts to prepare and file the outstanding continuous disclosure documents with the applicable regulatory authorities. Once those filings have been completed, the Company will apply for a full revocation of the FFCTO.
Prior to completion of the Private Placement, each potential investor will receive a copy of the FFCTO and the Partial Revocation Order, and will be required to provide an acknowledgement to the Company that all of the Company's securities, including the Shares and Warrants comprising the Units issued in connection with the Private Placement, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the OSC does not guarantee the issuance of a full revocation order in the future. In addition, in accordance with applicable securities legislation, all Shares and Warrants issued pursuant to the Private Placement will be subject to a hold period of four months and a day from the closing date of the Private Placement and will also be subject to a hold period pursuant to applicable policies of the TSX Venture Exchange (the "TSXVE"). The Private Placement is subject to the approval of the TSXVE.
The Partial Revocation Order will terminate on the earlier of: (i) the completion of the Private Placement, and (ii) October 13, 2020, being 60 days from the date on which the Partial Revocation Order was issued.
There can be no assurances that the Private Placement will be completed on the terms set out herein, or at all, or that the proceeds of the Private Placement will be sufficient for the purposes of the Company or its turnaround efforts. The Private Placement is subject to the receipt of all regulatory approvals including the approval of the TSXVE.
ABOUT LENDIFIED HOLDINGS INC.
Lendified, a company located in Ontario, Canada, is a Canadian FinTech company operating both a lending platform which provides working capital loans to small businesses across Canada through a wholly-owned subsidiary, as well as a software as a service technology platform providing AI-enabled credit origination and analytics to financial institutions across Canada through another wholly-owned subsidiary, JUDI.AI. The Company announced its intention to sell JUDI.AI in its press release of July 7, 2020.
For further information regarding Lendified, please contact:
Troy Wright, Chief Executive Officer and Director
Neither the TSXVE nor its Regulation Services Provider (as that term is defined in the policies of the TSXVE) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements which reflect the Company's current expectations regarding future events. The forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan, "estimate", "expect", "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These forward-looking statements involve risk and uncertainties, including the difficulty in predicting whether any existing lenders will continue to forbear and consequently cause such lenders to exercise default remedies under their respective credit facilities, whether the Company will be successful in implementing its strategies to place the Company on a better financial footing, whether the securities regulators will grant a full revocation of the FFCTO, whether the Private Placement will be approved or if the proceeds of the Private Placement will be sufficient for the Company's purposes, whether the effects of the COVID-19 pandemic will be even more severe than it has been to date, any of which could cause results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. Many risks are inherent in the industries in which the Company participates; others are more specific to the Company. The Company's ongoing quarterly filings should be consulted for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. Management assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise.
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