AMENDED AND RESTATED NEWS RELEASE: Lendified Announces Private Placement Financing of up to $5,000,000
This amended and restated news release filed on May 14, 2021 reproduces the news release of Lendified Holdings Inc. originally filed on April 7, 2021, except that this amended and restated news release discloses the Escrow Release Conditions (as defined below), associated Escrow Release Deadline (as defined below) and references the Loan Facility (as defined below) whereas the original news release did not disclose the Escrow Release Conditions, Escrow Release Deadline or the Loan Facility in detail.
Toronto, Ontario--(Newsfile Corp. - May 14, 2021) - Lendified Holdings Inc. (formerly, Hampton Bay Capital Inc.) (TSXV: LHI) (the "Company" or "Lendified") is pleased to announce that it entered into an engagement letter with Canaccord Genuity Corp., as sole agent and bookrunner (the "Agent"), pursuant to which the Agent has agreed to sell, on a commercially reasonable efforts private placement basis, up to 100,000,000 subscription receipts of Lendified (the "Subscription Receipts") at a price of $0.05 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds to Lendified of up to $5,000,000 (the "Offering"). Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and without further action on the part of the holder thereof, one unit of the Company (a "Unit") composed of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Subscription Receipt shall convert into Units, with not further action by the purchaser, upon satisfaction of the following escrow release conditions (collectively, the "Escrow Release Conditions"):
written confirmation that no more than $12,000,000 principal amount of the Company's existing debt obligations ("Existing Debt") remains outstanding with a security interest over the Company's existing loan book;
all holders of the remaining, unsecured, Existing Debt shall approve the conversion of all remaining principal amount and accrued interest of the Existing Debt into Common Shares of the Company at a conversion price of $0.05 per Common Share (the "Proposed Conversion"), in form and substance satisfactory to the Agent, acting reasonably;
the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Proposed Conversion;
the Company shall not be in breach or default of any of its covenants or obligations under the subscription receipt agreement governing the Subscription Receipts or the agency agreement (the "Agency Agreement") and all conditions set out in the Agency Agreement shall have been fulfilled, which shall all be confirmed to be true in a certificate of a senior officer of the Company; and
such other customary escrow release conditions agreed to by Canaccord and the Company.
Each Warrant will be exercisable to acquire one Common Share at an exercise price of $0.07 per Common Share for a period of 24 months from the date on which the Escrow Release Conditions are satisfied.
In connection with the Offering, Lendified has, subject to regulatory approval, agreed to: (i) pay to the Agent, a fee of 7% of the gross proceeds of the Offering, payable in cash or Subscription Receipts, or any combination thereof at the option of the Agent (the "Cash Commission"); (ii) issue to the Agent compensation warrants exercisable at any time prior to the date that is 24 months from closing date of the Offering to acquire that number of Units as is equal to 7% of the aggregate number of Subscription Receipts issued under the Offering, at an exercise price equal to the Issue Price; and (iii) issue to Canaccord that number of Subscription Receipts as is equal to 3.0% of the aggregate number of Subscription Receipts issued under the Offering.
The net proceeds of the Offering, following satisfaction of the Escrow Release Conditions, will be used for key professional personnel additions, regulatory and compliance costs and for general working capital purposes.
If the Escrow Release Conditions are not satisfied within 60 days from the closing date of the Offering (the "Escrow Deadline"), then the escrowed funds will be used by the Company to repurchase the Subscription Receipts at the Issue Price taking into consideration the pro rata amount of any interest accrued in respect of the escrowed funds. To the extent that the escrowed funds are not sufficient to purchase all of the Subscription Receipts, the Company will contribute such amounts as are necessary to satisfy any shortfall. The closing of the Offering will occur on such date as agreed to by the Company and Canaccord.
In connection with the Offering and forming part of the Escrow Release Conditions, the Company intends to complete the Proposed Conversion of certain Existing Debt into Common Shares of the Company at a proposed price of $0.05 per Common Share. Pursuant to the Proposed Conversion, it is expected that approximately $9,910,756 of unsecured Existing Debt will convert into approximately 198,215,122 Common Shares.
Further to the Company's press release dated April 5, 2021, a wholly-owned subsidiary of the Company (the "Subsidiary") entered into a non-binding letter of intent with Windsor Private Capital Limited Partnership and Evergreen Gap Debt GP Inc. in connection with a non-revolving term loan in the aggregate amount of up to $10,000,000 (the "Loan Facility"). The Loan Facility will be used by the Subsidiary for the purpose of funding new loans to small and medium-sized businesses in Canada in the ordinary course of business. In connection with the Loan Facility, the letter of intent contemplates that the parties will enter into a definitive credit agreement and a general security agreement in favour of the lenders on terms and conditions customary in such transactions. The definitive credit agreement shall provide for, among other things, that the funding of the first advance under the Loan Facility will be conditional upon the completion of the Offering for net proceeds to the Company of not less than $3,500,000.
There can be no assurances that the Offering, the Proposed Conversion or the Loan Facility will be completed on the terms set out herein, or at all, or that the proceeds of the Offering or the Loan Facility will be sufficient for the purposes of the Company set out herein.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
The Offering, Proposed Conversion and the Loan Facility are subject to the approval of the TSX Venture Exchange ("TSXV"). In addition, the Offering and the Proposed Conversion may be subject to certain requirements set out in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions.
ABOUT LENDIFIED HOLDINGS INC.
Lendified, a company located in Ontario, Canada, is a Canadian company operating a lending platform which provides working capital loans to small and medium-sized businesses across Canada.
For further information regarding Lendified, please contact:
John Gillberry, Chief Executed Officer and Director
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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, but not limited to, whether the Offering, the Proposed Conversion and the Loan Facility will be approved by the TSXV or if the proceeds of the Offering and the Loan Facility will be sufficient for the Company's purposes, the anticipated timing of closing the Offering and satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline, the anticipated timing of the Proposed Conversion, satisfaction of the conditions of funding under the Loan Facility and timing of the first advance, the anticipated timing of entering into a definitive credit agreement in connection with the Loan Facility, 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, there can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. 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. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. 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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