An anonymous director reports
HOPE WELL AND PAYFARE PROVIDE UPDATE ON QUALIFYING TRANSACTION
Hope Well Capital Corp. has provided an update on the proposed qualifying transaction by way of a three-cornered amalgamation with Payfare Inc. further to Hope Well's press releases of Aug. 2, 2018, and Nov. 21, 2018.
Submission to the TSX Venture Exchange
Hope Well and Payfare made a full initial submission on Jan. 21, 2019, to the TSX-V, including a draft filing statement. The draft filing statement and related materials are being reviewed by the TSX-V and the transaction is subject to the TSX-V's approval. There is no assurance such approval will be granted.
Further extension of escrow release deadline
The deadline for satisfying the escrow release conditions to the release of the proceeds of the subscription receipt financing which closed on July 27, 2018, was extended on Nov. 21, 2018, to Dec. 31, 2018, and was further extended to Jan. 31, 2019. As the TSX-V will need sufficient time for review, the transaction would not be completed, and the escrow release conditions would not be satisfied, by the current escrow release deadline. Pursuant to the terms of the subscription receipt agreement dated July 27, 2018, among Payfare, Mackie Research Capital Corp. and TSX Trust Company, Payfare and Mackie have agreed to further extend the escrow release deadline to March 31, 2019. In addition, the amended and restated amalgamation agreement dated Sept. 27, 2018, among Hope Well, Payfare and a wholly owned subsidiary of Hope Well, as amended, was further amended on Jan. 31, 2019, to extend the date on which the conditions to the amalgamation agreement must be fulfilled to March 31, 2019, and the consolidation ratio for Hope Well shares will be reduced from 1.43646643 to 1.398330151 so that Hope Well will have 5,524,446 (instead of 5,377,779) postconsolidation shares outstanding on closing.
Payfare is a global fintech (financial technology) provider driving financial inclusion and empowerment to millions of next-generation workers by providing a full-service mobile bank account with instant access to earnings.
Hope Well Capital Corp.
Hope Well is a capital pool company formed under the TSX-V's CPC program. Hope Well's common shares will remain halted until Hope Well satisfies the requirements of the TSX-V for resuming the trading of the Hope Well shares or until completion of the transaction.
Completion of the transaction is subject to a number of conditions, including, but not limited to, due diligence, TSX-V acceptance and, if required by TSX-V policies, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
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