Toronto, Ontario–(Newsfile Corp. – April 30, 2020) – Lendified Holdings Inc. (the “Company” or the “Resulting Issuer“), formerly known as Hampton Bay Capital Inc. (“Hampton Bay“), is pleased to announce the completion of its qualifying transaction (the “Qualifying Transaction“).
Trading in the common shares of Hampton Bay was previously halted on December 24, 2019 at the request of Hampton Bay upon announcement of the Qualifying Transaction. Trading in the common shares of the Company (the “Resulting Issuer Shares“) will commence on the TSX Venture Exchange (the “TSXV“) under the symbol “LHI” following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.
The Qualifying Transaction was effected by way of a three-cornered amalgamation among Hampton Bay, Lendified Holdings Inc. (“Lendified“) and 11867407 Canada Inc. (“Subco“), a wholly-owned subsidiary of Hampton Bay, pursuant to which Lendified amalgamated with Subco to form an amalgamated entity called Lendified Privco Holding Corporation. Immediately prior to the closing of the Qualifying Transaction, Hampton Bay consolidated its shares on a 1.88-for-one basis (the “Consolidation“) resulting in 8,414,629 post-Consolidation Hampton Bay shares and changed its name to “Lendified Holdings Inc.”. All outstanding stock options and warrants of Hampton Bay, on a post-Consolidation basis, remain in effect on substantially the same terms and in accordance with the policies of the TSXV.
The Company Announces Closing of Concurrent Financing of Lendified
In connection with the Qualifying Transaction, on April 8, 2020 Lendified completed its previously announced private placement of 12,000,000 subscription receipts (each, a “Subscription Receipt“) at a price of $0.25 per Subscription Receipt for total gross proceeds of $3,000,000 (the “Concurrent Financing“). Haywood Securities Inc., an Arm’s Length party to Lendified, acted as agent in connection with the Concurrent Financing.
Each Subscription Receipt entitled the holder thereof, without payment of additional consideration or further action, to receive one (1) unit of Lendified (each a “Unit“) upon completion of the Qualifying Transaction, with each Unit being comprised of one (1) common share in the capital of Lendified (each, an “Underlying Share“) and one-half of one common share purchase warrant (each whole common share purchase warrant, an “Underlying Warrant“). Each Underlying Warrant entitled the holder thereof to acquire one common share in the capital of Lendified (each, a “Warrant Share“) at a price of $0.38 per share for a period of twenty-four (24) months following the closing of the Concurrent Financing. Each Underlying Share and Underlying Warrant has been exchanged for common shares and warrants (having the same economic terms as the Underlying Warrants) of the Resulting Issuer on a one for one basis pursuant to the Qualifying Transaction.
Under the Concurrent Financing, Lendified issued an aggregate of 207,000 shares to certain brokers in satisfaction of a corporate finance fee and commission (“Broker Shares“) and an aggregate of 867,249 compensation options to purchase Lendified shares at an exercise price of $0.25 for a period of twenty-four (24) months from closing (“Compensation Options“). In addition, Lendified paid aggregate cash commissions in the amount of $12,871.04. Each of the Broker Shares and Compensation Options has been exchanged for Resulting Issuer Shares and compensation options (having substantially the same economic terms as the Compensation Options) of the Resulting Issuer (“Resulting Issuer Compensation Options“), respectively, on a one for one basis pursuant to the Qualifying Transaction. Certain insiders of Lendified subscribed for an aggregate of 20,000 Subscription Receipts for aggregate gross proceeds of $5,000.00 under the Concurrent Financing.
In connection with the Qualifying Transaction, shareholders of Lendified received one Resulting Issuer Share for every share of Lendified held, and now hold an aggregate of 83,666,294 post-Consolidation Resulting Issuer Shares (inclusive of subscribers in the Concurrent Financing). In addition, all existing warrants of Lendified were exchanged for similar securities of the Resulting Issuer following completion of the Qualifying Transaction on a one-for-one basis (post-Consolidation) on substantially similar terms and conditions. In connection with the Qualifying Transaction and immediately prior to completion of the Qualifying Transaction, Lendified converted a portion of its outstanding convertible debt into shares (the “Lendified Debt Conversion“). The remaining convertible debt of Lendified, which did not convert pursuant to the Lendified Debt Conversion, will be convertible into Resulting Issuer Shares pursuant to a support agreement among the respective lender, the Resulting Issuer and Lendified. Immediately prior to the completion of the Qualifying Transaction, all existing options and restricted share units of Lendified were cancelled.
The Qualifying Transaction constitutes a reverse take-over, as the former shareholders of Lendified now own (on a non-diluted basis) approximately 87.93% of the outstanding Resulting Issuer Shares immediately after the closing of the Qualifying Transaction (inclusive of subscribers in the Concurrent Financing). The board of directors of the Resulting Issuer consists of six directors comprised of the following persons: Troy Wright, Kevin Clark, Perry Dellelce, Edward (Ted) Kelterborn, Benjy Katchen and Jeremy Edelman. In addition, Troy Wright will serve as Chief Executive Officer and Corporate Secretary, Kevin Clark will serve as President, and Norman Tan will serve as Chief Financial Officer of the Company.
In connection with the Qualifying Transaction, the Company also issued the following securities: an aggregate of 207,000 Resulting Issuer Shares in replacement of the Broker Shares issued in connection with the Concurrent Financing; an aggregate of 867,249 Resulting Issuer Compensation Options to purchase Resulting Issuer Shares at an exercise price of $0.25 per share for a period of twenty four (24) months from closing of the Qualifying Transaction, issued in replacement of the Compensation Options issued in connection with the Concurrent Financing, and 2,866,652 Resulting Issuer Shares issued in satisfaction of a finder’s fee.
After giving effect to the Qualifying Transaction and Concurrent Financing, there are 95,154,575 Resulting Issuer Shares issued and outstanding (on a non-diluted basis). In addition, there are an aggregate of 841,463 options to purchase Resulting Issuer Shares, 17,960,364 warrants to purchase Resulting Issuer Shares, 330,824 broker warrants to purchase Resulting Issuer Shares, 867,249 Resulting Issuer Compensation Options and debt convertible into 17,142,856 Resulting Issuer Shares.
Further details of the Qualifying Transaction are contained in news releases of Hampton Bay dated December 24, 2019, January 20, 2020 and April 2, 2020. Readers are also referred to the filing statement of Hampton Bay dated March 30, 2020 (the “Filing Statement“) which was prepared in accordance with the requirements of the TSXV and filed under the Company’s issuer profile on SEDAR at www.sedar.com.
Wildeboer Dellelce LLP acted as legal counsel to Lendified. Dunton Rainville, LLP acted as legal counsel to Hampton Bay. Fogler, Rubinoff LLP acted as legal counsel to Haywood Securities Inc.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the Qualifying Transaction, each of Gesmex Corporation and Placements AMMC Inc., GSSB Corporation (an entity beneficially owned and controlled by Mr. Glenn Murphy) and Home Capital Group Inc. (a reporting issuer) acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws. Immediately prior to completion of the Qualifying Transaction, none of Gesmex Corporation, Placements AMMC Inc., GSSB Corporation and Home Capital Group Inc. had ownership of, or exercised control or direction over, any voting or equity securities of the Company.
Gesmex Corporation acquired ownership of 16,708,287 Resulting Issuer Shares representing approximately 17.56% of the outstanding Resulting Issuer Shares on a non-diluted basis and 684,905 warrants of the Resulting Issuer to acquire Resulting Issuer Shares (the “Gesmex Warrants“). Assuming the exercise in full of the Gesmex Warrants, Gesmex will hold 17,393,192 Resulting Issuer Shares representing 18.15% of the then issued and outstanding Resulting Issuer Shares on a partially diluted basis.
Placements AMMC Inc. acquired ownership of 12,161,621 Resulting Issuer Shares representing approximately 12.78% of the outstanding Resulting Issuer Shares on a non-diluted basis and a secured convertible loan (the “AMMC Convertible Loan“) in the principal amount of $4,000,000 convertible into 11,428,571 Resulting Issuer Shares with interest under such AMMC Convertible Loan being convertible in the at the option of Placements AMMC Inc. at a price equal to the greater of (i) the five day volume weighted average price on the TSXV of the Resulting Issuer Shares on the date prior to the date the accrued interest becomes payable and (ii) the minimum conversion price permitted by the policies of the TSXV. Assuming full conversion of the AMMC Convertible Loan (excluding conversion of any interest), Placements AMMC Inc. will hold 23,590,192 Resulting Issuer Shares representing 22.13% of the then issued and outstanding Resulting Issuer Shares on a partially diluted basis. GSSB Corporation acquired ownership of 11,408,071 Resulting Issuer Shares representing approximately 11.99% of the outstanding Resulting Issuer Shares on a non-diluted basis.
Home Capital Group Inc. acquired ownership of 9,632,536 Resulting Issuer Shares representing approximately 10.12% of the outstanding Resulting Issuer Shares on a non-diluted basis.
The Company understands that each of Gesmex Corporation, Placements AMMC Inc., GSSB Corporation and Home Capital Group Inc. acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional Resulting Issuer Shares 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 Resulting Issuer Shares 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 Resulting Issuer Shares.
Gesmex Corporation and Placements AMMC Inc. will have the right to nominate up to two (2) directors to the board of the Resulting Issuer following completion of the Qualifying Transaction.
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. A copy of the early warning reports will be filed by Gesmex Corporation, Placements AMMC Inc., GSSB Corporation and Home Capital Group Inc. 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 Gesmex Corporation and Placements AMMC Inc. is located at 4085 Boulevard Corbusier, Laval, Quebec H7L 5E2 and Gesmex Corporation and Placements AMMC Inc. can be contacted at 450-736-7369, attention Melina Rizzuto, to obtain a copy of its early warning report. The Company’s head office is located at 372 Bay Street, 20th Floor, Toronto, Ontario M5H 2W9.
Company to Rely on Extension of Time for Filing of Annual Financial Statements and MD&A
The Company has postponed filing Lendified’s annual financial statements and management’s discussion and analysis for the year ended December 31, 2019, due to logistics and delays caused by the COVID-19 pandemic.
In response to the coronavirus pandemic, securities regulatory authorities in Canada have granted a blanket exemption allowing issuers an additional 45 days to complete their regulatory filings. The Company is relying on the exemption provided in Ontario Instrument 51-502 of the Ontario Securities Commission (and similar exemptions provided by other Canadian Securities Regulators) in respect of the following requirements:
- the requirement to file Lendified’s audited annual financial statements for the year ended December 31, 2019 (the “Financial Statements“) within 120 days of its financial year end as required by National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“);
- the requirement to file Lendified’s management’s discussion and analysis (the “MD&A“) for the period covered by the Financial Statements within 120 days of its financial year end as required by NI 51-102;
- the requirement to file certifications of the Financial Statements (the “Certificates” and together with the Financial Statements and the MD&A, the “Annual Filings“) pursuant to National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings; and
- the date by which the Company must deliver the foregoing Annual Filings, and an annual request form, as required pursuant to sections 4.6 and 5.6 of NI 51-102.
The Company expects to complete the Annual Filings within 45 days. Until such time as the Annual Filings are filed, the Company’s management and other insiders are subject to a trading blackout that reflects the principles contained in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The Company confirms there have been no material business developments other than as disclosed herein and in the Filing Statement.
ON BEHALF OF THE BOARD OF DIRECTORS OF
LENDIFIED HOLDINGS INC.
Troy Wright, Chief Executive Officer and Director
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements including, but not limited to, statements about the Company’s strategies, expectations, planned operations or future actions; the listing of the Resulting Issuer Shares on the TSXV; statements about the duration and effects of COVID- 19, the completion and filing of the Annual Filings; and statements with respect to future intentions of Gesmex Corporation, Placements AMMC Inc., GSSB Corporation and Home Capital Group Inc. Often, but not always, these Forward-looking Statements can be identified by the use of words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “containing”, “remaining”, “to be”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others, the worldwide economic and social impact of COVID-19; the duration and extent of COVID-19 and any other pandemics on the Company’s workforce, business, operations and financial condition; the risks relating to a global pandemic, which unless contained could cause a slowdown in global economic growth and impact the Company’s business, operations, financial condition and share price; changes in general economic conditions and financial markets; the duration of government restrictions on business related to COVID-19; predictions about the Company’s future earnings, revenues, margins, expenses or other financial matters; the Company’s forecasts of its financial condition, results of operations, liquidity position, or working capital requirements; risks related to the global financial and economic conditions; Lendified’s relatively limited operating history, history of losses, negative operating cash flows and significant debt levels, development and operational risks, including the ability to continue to source small business loans required to scale its business plan; regulatory changes or actions may alter or prohibit the Resulting Issuer’s lending business; the Resulting Issuer’s operations and profitability may be adversely affected by competition from other small business lenders or software as a service providers; as well as those factors discussed under “Risk Factors” in the Filing Statement. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Forward-looking statements contained herein are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking statements, whether as a result of new information, future events or results or otherwise, except where required by law. There can be no assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/55234