Lendified Announces Closing of Private Placement and Reliance on Temporary Relief Measures of Continuous Disclosure Filings
Newsfile Corp.
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Toronto, Ontario--(Newsfile Corp. - August 28, 2020) - Lendified Holdings Inc. (TSXV: LHI) (formerly, Hampton Bay Capital Inc.) (the "Company" or "Lendified") announces it completed the second and final tranche of its previously announced private placement offering of units of the Company ("Units") consisting of 9,000,000 Units at a price of $0.015 per Unit for proceeds of $135,000 (the "Offering"), bringing the total size of the Offering to 63,738,064 Units for aggregate gross proceeds of $956,071. Each Unit is comprised of one common share ("Shares") in the capital of the Company and one common share purchase warrant ("Warrants") exercisable at $0.05 per share for a period of three years.
The securities of the Company are subject to a failure-to-file cease trade order ("FFCTO") issued by the Ontario Securities Commission ("OSC") on July 9, 2020. The final tranche closing of the Offering was effected pursuant to a partial revocation order of the OSC issued August 14, 2020 (the "Partial Revocation Order"), as announced by the Company in its press release of August 17, 2020. The securities of the Company will remain subject to the FFCTO until such order is fully revoked, and the granting of the Partial Revocation Order by the OSC does not guarantee the issuance of a full revocation order in the future. The proceeds derived from the sale of the Units will be used for payment of certain expenses of the Company associated with bringing the public record into compliance, including employee payrolls, trade payables, general office and administration expenses and professional fees.
All of the securities issuable in connection with the Offering are subject to a hold period expiring four months and one day after the date of issuance in accordance with TSX Venture Exchange ("TSXVE") rules and Canadian securities laws.
The Offering is subject to the final approval of the TSXVE, and to all regulatory approvals.
The securities being offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, such securities being offered pursuant to the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 51-505 - Temporary Exemption from Certain Corporate Finance Requirements with Deadlines during the Period from June 2 to August 31, 2020 ("Ontario Instrument 51-505") 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 51-505 (and similar exemptions provided by other Canadian Securities Regulators) in respect of the following requirements for the Company as it does not expect to file the following disclosure documents by the August 31, 2020 deadline:
the requirement to file the Company's interim financial statements for the six months ended June 30, 2020 (the "Interim Financial Statements") within 60 days after the end of the interim period as required by National Instrument 51-102 - Continuous Disclosure Obligations ("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 Interim Filings on or before September 30, 2020. Until such time as the 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 since the date of the Company's interim financial statements for the three months ended March 31, 2020, except as otherwise disclosed in this press release or previous press releases filed by the Company on its SEDAR profile at www.sedar.com, which include the issuance of the Partial Revocation Order as disclosed in the press release dated August 17, 2020, the closing of the first tranche of the Offering as disclosed in the press release dated August 21, 2020 and the closing of the second tranche of the Offering as disclosed herein.
ABOUT LENDIFIED HOLDINGS INC.
Lendified, a company located in Ontario, Canada, is a Canadian FinTech company operating both a lending platform which provides working capital loans to small businesses across Canada through a wholly-owned subsidiary, as well as a software as a service technology platform providing AI-enabled credit origination and analytics to financial institutions across Canada through another wholly-owned subsidiary, JUDI.AI. The Company announced its intention to sell JUDI.AI in its press release of July 7, 2020.
Further Information
For further information regarding Lendified, please contact:
Neither the TSXVE nor its Regulation Services Provider (as that term is defined in the policies of the TSXVE) 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, 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. 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. Management assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise.
