An anonymous director reports
HYBRID PAYTECH WORLD INC. ANNOUNCES THE CLOSING OF $1.5 MILLION FINANCING AND PROVIDES A STATUS REPORT FURTHER TO THE MANAGEMENT CEASE TRADE ORDER
Hybrid PayTech World Inc. has closed a $1.5-million financing. The company has completed the first tranche of the private placement out of the $4-million authorized financing previously announced on April 7, 2014, involving the issuance of unsecured convertible debentures totalling $1.5-million. The proceeds received from the private placement will be utilized to support project deployments of the company's solutions and for working capital. The debentures will mature on Sept. 30, 2016, and will accrue interest at a rate of 10 per cent per annum. The debentures shall be convertible at the option of the holder or the company into common shares of the company on or prior to the maturity date. The conversion price is set at $1 per common share and will contain a ratchet provision discounting the conversion price by up to 25 per cent of the common share issuance price or of the conversion price of convertible debentures for any new future financings,. For each common share issued pursuant to the conversion, the holder shall be entitled to three-fourths common share purchase warrant at an exercise price of $1.45 expiring 24 months from their issuance. The debentures and the common share purchase warrants will not be listed on the Canadian Securities Exchange; however, the common shares issuable upon conversion will be listed and will be subject to a four-month hold period from the date of closing.
Status report on management cease trade order
Further to its news releases dated March 18, 2014, and April 1, 2014, the company has received a management cease trade order from the Autorite des marches financiers, the company's principal regulator on March 21, 2014, in accordance with National Policy 12-203 respecting cease trade orders for continuous disclosure defaults.
The company applied for the MCTO once it was determined that it would be unable to refile and restate the annual audited consolidated financial statements of the company for the fiscal year ended Dec. 31, 2012, and the condensed interim consolidated financial statements for the three- and nine-month periods ended Sept. 30, 2013, as well as the related management discussion and analysis, which the company had previously undertook to restate and refile.
The MCTO imposes trading restrictions on securities of the company, whether direct or indirect, by certain members of management of the company, as well as insiders, and remains in effect, until the outstanding materials are filed. All other parties are permitted to trade freely in the company's securities.
The company's former auditor, which was engaged to audit the 2012 restated consolidated financial statements, is in the completion stages of the audit, which has taken longer than anticipated due to the number of material subsequent events which occurred after Dec. 31, 2012. As such, the company anticipates that it will be in a position to file the outstanding materials by April 21, 2014. The company intends to comply with the provisions of the alternative information guidelines set out in NP 12-203 for as long as it remains in default, including the issuance of biweekly default status reports, each of which will be issued in the form of a news release.
Pursuant to the requirements of the AIG, the company reports that, since the issuance of the default announcement on March 18, 2014, and the status report filed by press release on April 1, 2014, there has not been any material change to the information provided therein, nor has there been any failure by the company in fulfilling its stated intentions with respect to satisfying the AIG. As disclosed in the March 18, 2014 press release, the company anticipates that it will be unable to restate and refile annual audited consolidated financial statements of the company for the fiscal year ended Dec. 31, 2012, and the condensed interim consolidated financial statements for the three- and nine-month periods ended Sept. 30, 2013, as well as the related management's discussion and analysis and chief executive officer and chief financial officer certificates. There has not been any other specified default by the company under NP 12-203, and there is no material information concerning the affairs of the company that has not been generally disclosed.
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