Lendified Completes Shares for Debt Transaction
Toronto, Ontario--(Newsfile Corp. - July 30, 2021) - Lendified Holdings Inc. (TSXV: LHI) (formerly, Hampton Bay Capital Inc.) (the "Company" or "Lendified") is pleased to announce that it has completed its shares for debt settlement as announced on May 14, 2021 and July 29, 2021. The Company has settled an aggregate of $10,618,310.53 of outstanding indebtedness with certain creditors (the "Debt Conversion") through the issuance of 212,366,210 common shares of the Company at a price of $0.05 per share. The common shares issued are subject to a four-month hold period under applicable law expiring on December 1, 2021.
Certain parties to the Debt Conversions are "related parties" of the Company accounted for an aggregate of $5,156,965.45 of the Debt Conversion. The settlement of debt and the issuance of common shares in the Debt Conversion to such parties is a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions in Sections 5.5(b) and 5.7(1)(e) of MI 61-101.
The Debt Conversion resulted in the creation of Gesmex Corporation ("Gesmex") and Placement AMMC Inc. ("AMMC") as a new "Control Person" (as such term is defined in the policies of the TSX Venture Exchange ("TSXV")) of the Company.
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.
Early Warning Report
On July 30, 2021, AMMC and Gesmex were issued, respectively, upon the terms of debt conversion agreements entered into by each of them with the Company, 93,850,773 and 4,296,894 common shares of Lendified, in satisfaction in full of all of the outstanding debt owing by the Company to each of them. All of the common shares have been issued at a conversion price equal to $0.05 per share. Therefore, AMMC acquired common shares of Lendified having a total aggregate value of $4,692,538.63, while Gesmex acquired common shares of Lendified having a total aggregate value of $214,844.71.
Prior to the Debt Conversion, AMMC held 12,161,621 common shares of the Company, representing 6.39% of the total issued and outstanding common shares of the Company, and Gesmex held 16,708,287 common shares, representing 8.78% of the total issued and outstanding common shares of the Company.
AMMC now holds 106,012,397 common shares, representing 26.33% of the total issued and outstanding common shares of Lendified and Gesmex now holds 21,005,181, representing 5.22% of the total issued and outstanding common shares of Lendified.
Lendified understands that each of Gesmex and AMMC acquired the aforementioned securities in satisfaction of the outstanding debt owed by the Company to each of them. The common shares held by AMMC and Gesmex have been acquired for investment purposes and they may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional securities of the Company through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise (if and when granted), or may, subject to the requirements of applicable securities laws, sell all or some portion of the Company's securities they own or control (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions), or may continue to hold the securities.
This portion of this news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. Copies of the early warning reports will be filed by AMMC and Gesmex in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR at www.sedar.com.
The head office of both AMMC and Gesmex is located at 4085 Boulevard Corbusier, Laval, Quebec H7L 5E2 and AMMC and Gesmex can be contacted at 450-736-7369, attention Melina Rizzuto, to obtain a copy of its early warning report. Lendified Holdings Inc.'s head office is located at 365 Bay Street, Suite 811, Toronto, Ontario M5H 2V1.
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. 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 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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