Vancouver, British Columbia–(Newsfile Corp. – July 12, 2022) – Beedie Investments Limited (the “Beedie”) has entered into a credit agreement dated July 11, 2022 (the “Credit Agreement”) with Playmaker Capital Inc. (“Playmaker”) pursuant to which Beedie has agreed to loan up to US$20 million (the “Loan Facility”) to Playmaker.
The Loan Facility will be funded by way of an initial advance of US$15 million (the “Initial Advance”) on the closing date (the “Closing Date”), and the remaining US$5 million will be available for subsequent advances in minimum tranches of US$2.5 million (each, a “Subsequent Advance”) over the term of the Loan Facility. The Loan Facility carries an interest rate of 9.0% on advanced funds and 1.25% on standby funds available, with the principal payment due 48 months after the Closing Date. In addition, the Loan Facility includes a commitment fee of 1.5% on the total amount of the Loan Facility. Proceeds of the Initial Advance will be used for the payment of transaction fees, costs and expenses, permitted acquisitions, payment of existing vendor take back (“VTB”) and earnout obligations, future VTB’s and earnout obligations, prescribed growth capital and such other uses as agreed to by the Company and the Acquiror from time to time. Subsequent Advances will be used to finance (i) permitted acquisitions and transaction fees, costs and expenses in connection therewith, and (ii) such other use as agreed to in advance and in writing by the Company and the Acquiror from time to time.
At any time during the term of the Convertible Facility, Beedie may elect to convert the principal amount of the Initial Advance into common shares of Playmaker (“Common Shares”) at a conversion price of $0.70 per Common Share, subject to adjustment in accordance with the terms of the Credit Agreement (the “Initial Conversion Price”). Subject to the approval of the TSX Venture Exchange, the principal amount of any Subsequent Advance under the Loan Facility will be convertible into Common Shares at a conversion price equal to the higher of: (i) the market price of the Common Shares, less the maximum permitted discount under applicable stock exchange rules; and (ii) a 20% premium above the 25 trading day volume weighted average price (“VWAP”) of the Common Shares, in each case measured on the earlier of (a) close of trading on the trading day immediately prior to the announcement of the acquisition to be the financed with such Subsequent Advance, and (b) the funding date of the Subsequent Advance (each a “Subsequent Conversion Price”).
Under the terms of the Credit Agreement, Playmaker is entitled to require Beedie to convert up to 50% of the principal amount of the Initial Advance or any Subsequent Advance in the event that the 20 trading day VWAP of the Common Shares equals or exceeds a 50% premium to the Initial Conversion Price or the Subsequent Conversion Price, as applicable.
While Beedie has at least $10 million in capital invested in Playmaker, Beedie will be entitled to have an observer on the board of directors of Playmaker (the “Board”). Should Beedie own at least 10% of the issued and outstanding Common Shares, calculated on a non-diluted basis, it will have the option to require Playmaker to nominate a representative to the Board of Playmaker for the period it continues to hold at least 10% of such securities.
Immediately prior to entering into the Credit Agreement, Beedie did not, directly or indirectly, own or control any Common Shares. Assuming conversion in full of the Initial Advance into Common Shares in accordance with the terms of the Credit Agreement and using the Bank of Canada’s Canadian dollar / U.S. dollar daily average exchange rate on July 11, 2022 of Cdn$1.3000 / US$1.00, Beedie, directly or indirectly, would own or control a total of 27,857,142 Common Shares, representing approximately 11.4% of the issued and outstanding Common Shares on a partially diluted basis. Assuming conversion in full of the entire Loan Facility into Common Shares in accordance with the terms of the Credit Agreement (assuming that all Subsequent Advances under the Loan Facility are converted into Common Shares at a conversion price of $0.47 per share, representing a 20% premium above $0.395 per share, being the closing price of the Common Shares on the TSX Venture Exchange as of July 11, 2022, and using the Bank of Canada’s Canadian dollar / U.S. dollar daily average exchange rate on July 11, 2022 of Cdn$1.3000 / US$1.00)), Beedie, directly or indirectly, would own or control a total of 41,686,929 Common Shares, representing approximately 16.1% of the issued and outstanding Common Shares on a partially diluted basis. The actual number of Common Shares issuable pursuant to the conversion of the Initial Advance under the Loan Facility will depend upon the Canadian dollar / U.S. dollar exchange rate applicable at the time. Furthermore, the actual number of Common Shares issuable pursuant to the conversion of any Subsequent Advances under the Loan Facility will depend upon the 25-day VWAP of the Common Shares on the TSX Venture Exchange and the Canadian dollar / U.S. dollar exchange rate applicable at the time.
All of the securities held by Beedie in Playmaker, including the Common Shares and the Credit Agreement, are being held for investment purposes. Beedie may in the future take such actions in respect of its Playmaker securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of Playmaker through open market purchases or privately negotiated transactions, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to hold its current positions.
A copy of the early warning report relating to the Credit Agreement will be available under Playmaker’s profile on SEDAR at www.sedar.com, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie’s head office is located at 3030 Gilmore Diversion, Burnaby, British Columbia, V5G 3B4.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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