Beedie Investments Limited Enters into a Convertible Loan with LifeSpeak Inc.

Vancouver, British Columbia–(Newsfile Corp. – March 31, 2023) – Beedie Investments Limited (the “Beedie”) has entered into a credit agreement dated March 30, 2023 (the “Credit Agreement”) with LifeSpeak Inc. (the “Company”) pursuant to which Beedie has agreed to loan $15 million (the “Loan”) to the Company.

The Loan will be funded by way of a single advance of $15 million (the “Advance”) on the closing date (the “Closing Date”). The Loan bears interest at a rate of (i) 10% per annum, for the first year from and including the Closing Date, and (ii) 9% per annum, from and including the first day of the second year following the Closing Date. Specifically, of the interest calculated each month, the Company will pay Beedie an amount of interest based on the following: (i) for the first year from and including the Closing Date, a fixed rate of interest of 2.0% per annum calculated and paid in cash on each interest payment date on the outstanding principal amount of the Loan including all Year 1 PIK Interest (as hereinafter defined) previously added thereto, with the remainder of interest of 8.0% per annum (“Year 1 PIK Interest”) calculated, accrued and compounded monthly and added to the outstanding principal amount of the Loan, as at each interest payment date; and (ii) from and including the first day of the second year following the Closing Date, a fixed rate of interest of 7.0% per annum calculated and paid in cash on each interest payment date on the outstanding principal amount of the Loan including all Ongoing PIK Interest (as hereinafter defined) previously added thereto, with the remainder of interest of 2.0% per annum (“Ongoing PIK Interest”, and together with the Year 1 PIK Interest, the “PIK Interest”) calculated, accrued and compounded monthly and added to the outstanding principal amount of the Loan, as at each interest payment date. Notwithstanding the foregoing, if the Company elects to pay to Beedie Year 1 PIK Interest in cash for any month in the first year from and including the closing date, the fixed rate for doing so will be 7.0% per annum. Subject to the terms of the Credit Agreement, the Loan and all obligations thereunder will mature on March 30, 2026. Proceeds of the Advance will be used to pay down indebtedness of the Company under its senior lending arrangements.

At any time during the term of the Loan, but subject to obtaining Additional Conversion Approval (as hereinafter defined), Beedie may elect to convert (i) all or any portion of the principal amount of the Loan into common shares of the Company (each, a “Common Share”) at a conversion price of $1.10 per Common Share; and (ii) any accrued and unpaid interest under the Credit Agreement into Common Shares at a conversion price of the greater of $1.10 per Common Share and the “market price” (as defined by the Toronto Stock Exchange (“TSX”)) per Common Share (less any applicable discount permitted by the TSX), subject to TSX approval at the time of conversion in each case subject to adjustment in accordance with the terms of the Credit Agreement.

Notwithstanding the foregoing, Beedie will not be able to convert any amount into Common Shares if, (i) as a result of such conversion, Beedie, together with any person(s) acting jointly or in concert with it, would in the aggregate beneficially own, or exercise control or direction over, 20% or more of the issued and outstanding Common Shares (taking into account all other Common Shares collectively held by such shareholders); or (ii) the conversion would result in a number of Common Shares being issued that is more than 25% of the Common Shares outstanding, on a non-diluted basis, immediately prior to the Advance being made, unless, in either case, shareholder approval is obtained by the Company in accordance with applicable securities legislation and the rules or policies of the TSX (the “Additional Conversion Approvals”).

While the Loan is outstanding or Beedie holds, directly or indirectly, 5% or more of the issued and outstanding Common Shares, calculated on a partially diluted basis, Beedie will be entitled to have an observer attend the Company’s board of directors (the “Board”) and certain Board committee meetings. Should Beedie hold, directly or indirectly, at least 10% of the issued and outstanding Common Shares, calculated on a partially diluted basis, it will have the option to nominate a representative to the Board.

Immediately prior to entering into the Credit Agreement, Beedie, directly or indirectly, beneficially owned and controlled direction over 2,765,482 Common Shares. Assuming conversion in full of the Advance into Common Shares in accordance with the terms of the Credit Agreement, Beedie, directly or indirectly, would own or control a total of 16,401,845 Common Shares, representing approximately 25.38% of the issued and outstanding Common Shares on a partially diluted basis.

All of the securities held by Beedie in the Company, 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 Company securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of the Company 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 the Company’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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/160701

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