Lendified Announces Commencement of Trading on the TSXV and Provides Update on Continuous Disclosure Filings Following Temporary Relief by the Canadian Securities Regulators

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Toronto, Ontario–(Newsfile Corp. – May 19, 2020) – Lendified Holdings Inc. (formerly, Hampton Bay Capital Inc.) (the “Company“) is pleased to announce that it anticipates trading in its common shares on the TSX Venture Exchange (the “TSXV“) will commence on or about Monday, May 25, 2020 under the ticker symbol “LHI”, subject to final approval by the TSXV.

The Company provides further update that it will rely on the temporary blanket relief granted by the Ontario Securities Commission in connection with the COVID-19 pandemic in Ontario Instrument 51-102 – Temporary Exemption from Certain Corporate Finance Requirements (“Ontario Instrument 51-102“) and Ontario Instrument 51-504 – Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials (“Ontario Instrument 51-504“) and similar exemptions provided by the other Canadian Securities Regulators due to logistics and delays caused by the COVID-19 pandemic.

The Company is relying on the exemption provided in Ontario Instrument 51-502 (and similar exemptions provided by other Canadian Securities Regulators) in respect of the following requirements for the Company and Lendified PrivCo Holding Corporation (formerly Lendified Holdings Inc.) (“Lendified“), a wholly-owned subsidiary of the Company acquired through the Company’s previously announced qualifying transaction (the “Qualifying Transaction“):

  • the requirement to file Lendified’s audited annual financial statements for the year ended December 31, 2019 (the “Lendified Annual Financial Statements“) on or before the later of 20 days after the date of the completion of the Qualifying Transaction and 120 days after the end of its financial year as required by National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“);
  • the requirement to file Lendified’s interim financial statements for the three months ended March 31, 2020 (the “Lendified Interim Financial Statements“) on or before the later of 10 days after the date of the completion of the Qualifying Transaction and 60 days after the end of the interim period as required by NI 51-102;
  • the requirement to file the Company’s interim financial statements for the three months ended March 31, 2020 (the “Interim Financial Statements“) within 60 days after the end of the interim period as required by NI 51-102;
  • the requirement to file the Company’s management’s discussion and analysis (the “MD&A“) for the period covered by the Interim Financial Statements within 60 days after the end of the interim period as required by NI 51-102; and
  • the requirement to file certifications of the Interim Financial Statements (the “Certificates” and together with the Interim Financial Statements and the MD&A, the “Interim Filings“) pursuant to National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

The Company expects to complete the Lendified Annual Financial Statements on or before July 2, 2020. The Company expects to complete the Lendified Interim Financial Statements and Interim Filings on or before July 14, 2020. Until such time as the Lendified Annual Financial Statements, Lendified Interim Financial Statements and Interim 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, the Company’s press release dated April 30, 2020 and in the Company’s Filing Statement date March 30, 2020.

The Company is also relying on the exemption provided in Ontario Instrument 51-504 (and similar exemptions provided by other Canadian Securities Regulators) to postpone the public filing of its executive compensation disclosure required by National Instrument 51-102 until such time as it is filed and delivered to shareholders as part of the Company’s information circular relating to its annual meeting of shareholders and in any event, shall file such executive compensation disclosure on or before December 31, 2020.

ON BEHALF OF THE BOARD OF DIRECTORS OF
LENDIFIED HOLDINGS INC.

“Troy Wright”
Troy Wright, Chief Executive Officer and Director
troy.wright@lendified.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements including, but not limited to, the timing of trading of the Company’s common shares on the TSXV, statements about the Company’s strategies, expectations, planned operations or future actions, statements about the duration and effects of COVID-19, the completion and filing of the Annual Filings and the filing of the Company’s executive compensation disclosure. 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 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, including, but not limited to, the risk factors described in greater detail in the Company’s Filing Statement dated March 30, 2020. 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/56163