Lendified Announces Closing of Private Placement of Subscription Receipts
Toronto, Ontario--(Newsfile Corp. - July 14, 2021) - Lendified Holdings Inc. (TSXV: LHI) (formerly, Hampton Bay Capital Inc.) (the "Company" or "Lendified") is pleased to announce that it has completed the second and final tranche of its previously announced private placement of subscription receipts of the Company (the "Subscription Receipts"), as previously announced on April 7, 2021 and May 14, 2021 and June 16, 2021, consisting of 10,400,000 Subscription Receipts at a price of $0.05 per Subscription Receipt ("Issue Price") for aggregate gross proceeds of $520,000 (the "Private Placement"), bringing the total size of the Private Placement to 36,750,000 Subscription Receipts for aggregate gross proceeds of $1,837,500.
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 in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant") upon satisfaction of certain escrow release conditions. 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 (the "Escrow Release Date"). Each Subscription Receipt shall convert into Units, with no further action by the purchaser, upon satisfaction of the following escrow release conditions (collectively, the "Escrow Release Conditions"):
a) written confirmation and evidence that no more than $12,000,000 principal amount of the Company's existing debt obligations ("Existing Debt") remains outstanding;
b) all holders of the remaining 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;
c) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Proposed Conversion;
d) 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, except (in the case of the Agency Agreement only) for those breaches or defaults that have been waived by the Agent, 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
e) the Company and the Agent have delivered an escrow release notice to the Escrow Agent (as defined below) in accordance with the terms of the subscription receipt agreement confirming that the conditions set forth above have been satisfied or waived.
The gross proceeds from the Private Placement, less the expenses, fees and commission payable to the Agent pursuant to the Private Placement, are currently held in escrow with Computershare Trust Company of Canada (the "Escrow Agent") pending the satisfaction or waiver of the Escrow Release Conditions. If all conditions precedent to the Escrow Release Conditions are satisfied or waived on or before August 16, 2021 (the "Escrow Deadline"), the net proceeds (less the outstanding cash commission and any outstanding costs and expenses of the Agent to be released to the Agent out of the escrowed proceeds) from the sale of the Subscription Receipts will be released from escrow to Lendified. If the Escrow Release Conditions are not satisfied or waived on or before 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.
In connection with the Private Placement, the Company has paid the Agent an aggregate of $92,225 in cash commission, issued the Agent an aggregate of 1,844,500 broker warrants that are exercisable to acquire Units at the Issue Price for a period of 24 months following satisfaction of the Escrow Release Date, and issued the Agent an aggregate of 790,500 Subscription Receipts in satisfaction of a corporate finance fee.
The net proceeds of the Private Placement, 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.
All securities issued in connection with the Private Placement are subject to a four month and one day hold period from the date of this press release in accordance with applicable securities laws.
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 Private Placement is subject to the final approval of the TSX Venture Exchange ("TSXV").
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 Executive 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. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. 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 Private Placement and the Proposed Conversion will be approved by the TSXV or if the proceeds of the Private Placement will be sufficient for the Company's purposes, the satisfaction of the Escrow Release Conditions prior to the Escrow Release Date, the anticipated timing of the Proposed Conversion, 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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