23:24:38 EDT Mon 25 May 2020
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Hope Well receives conditional approval for Payfare QT

2019-03-22 13:21 ET - News Release

Mr. Sheldon Kales reports


Hope Well Capital Corp. has received conditional approval from the TSX Venture Exchange for the qualifying transaction by way of a three-cornered amalgamation with Payfare Inc. further to Hope Well's press releases of Aug. 2, 2018, Nov. 21, 2018, and Feb. 1, 2019.

The TSX-V has conditionally approved the listing of the resulting issuer on closing of the transaction as a Tier 2 technology issuer. TSX-V's conditional approval for the transaction contains a number of conditions, including (i) the approval by the TSX-V of the filing statement with respect to the transaction and filing of the filing statement at least seven business days prior to closing of the transaction; (ii) Payare raising a minimum of $5-million in debt or equity in addition to the subscription receipts financing which closed on July 27, 2018; and (iii) the resulting issuer obtaining disinterested shareholder approval following the closing of the transaction for a 20-per-cent fixed option plan, a restricted share unit plan and certain individual grants under such plans. All of the TSX-V's conditions are required to be met by May 6, 2019.

Hope Well and Payfare also entered into a second amended and restated amalgamation agreement further amending the amended and restated amalgamation agreement dated Sept. 27, 2018, with respect to the transaction by providing for the additional financings Payfare proposes to undertake in satisfaction of the TSX-V conditions.

While Hope Well believed Payfare was in the process of obtaining the additional financing required by the TSX-V, Hope Well received an e-mail notice from Payfare on March 15, 2019, with a copy of a non-binding letter of intent from an unidentified party to purportedly acquire all outstanding securities of Payfare for a cash and stock transaction. Hope Well was advised in the evening of March 20, 2019, that the Payfare board of directors had decided the alternative offer was a "superior merger proposal" under the second restated amalgamation agreement and was requested to match the terms of the alternative offer. Hope Well disputes the validity of the notice, and is evaluating available legal remedies with respect to the alternative offer and Payfare's non-compliance with the second restated amalgamation agreement.

About Hope Well Capital Corp.

Hope Well is a capital pool company (CPC) 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.

We seek Safe Harbor.

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