15:53:49 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Globalive Technology Inc
Symbol LIVE
Shares Issued 137,569,545
Close 2019-02-20 C$ 0.21
Market Cap C$ 28,889,604
Recent Sedar Documents

Globalive focuses on financing for Flexiti call right

2019-02-21 01:39 ET - News Release

Mr. Rob Moysey reports

GLOBALIVE TECHNOLOGY PROVIDES UPDATE ON PREVIOUSLY ANNOUNCED EXERCISE OF CALL RIGHT TO ACQUIRE CONTROL OF FLEXITI, PARTICIPATES DIRECTLY AND INDIRECTLY IN A PRE-EMPTIVE RIGHTS OFFERING OF FLEXITI

Globalive Technology Inc. has provided an update on its previously disclosed call right from Globalive Capital Inc. (GC) over GC's wholly owned subsidiary, 2629331 Ontario Inc. 262 is the controlling shareholder of FLX Holding Corp. (FLX), the parent company of Flexiti Financial Inc. Flexiti is a leading fintech point-of-sale lender in Canada with over one million customers and more than $250-million in loan receivables.

In a press release dated Jan. 9, 2019, the company announced that it is exercising a call right to acquire 100 per cent of, and amalgamate with, 262. Consummation of the transaction is subject to certain conditions, including approval of the TSX Venture Exchange, minority shareholder approval in accordance with Multilateral Instrument 61-101, and the company or Flexiti raising adequate equity financing.

The company is focusing on such financing and on preparing the required financial statements and other disclosure that are required to be submitted to the TSX Venture Exchange and included in the management information circular that will be mailed to its shareholders. The company will provide further updates on its progress in the coming weeks, as appropriate.

While work continues, the company has taken certain steps to preserve the value of the transaction going forward. FLX is completing a rights offering for Series 2 Class B preferred shares, which were offered to existing shareholders under a pre-emptive right in its unanimous shareholders agreement. These shares are priced at 14 cents per share and are convertible into common shares of FLX. The company is participating for its approximately 1.5-per-cent pro rata share (up to $225,000) of the Flexiti rights offering.

In addition, the company is making a $3-million loan to 262 to allow it to participate in the Flexiti rights offering. The loan does not bear interest but is repayable on demand and is secured by a first-ranking security interest over any securities issued to 262 in the Flexiti rights offering using the proceeds of the loan.

The company, 262 and GC are related parties due to the direct or indirect ownership and/or control of the majority of the voting shares of each company, and due to the appointment of Anthony Lacavera as a director and officer of each company (who recused himself from the discussions of and voting by the board of directors on the transactions involving the company, its loan to 262 and its participation in the Flexiti rights offering). While these are related-party transactions under MI 61-101, they are exempt from the minority shareholder approval requirement as they involve consideration of less than 25 per cent of the market capitalization of the company and are exempt from the valuation requirement as the company's shares are listed on the TSX Venture Exchange.

About Globalive Technology Inc.

Globalive Technology is a next-generation software company and venture partner developing innovative solutions to disrupt traditional industries by leveraging artificial intelligence and machine learning technology stacks, with a particular focus on delivering innovative payment, billing and credit solutions. Globalive Technology is controlled by Globalive Capital Inc., which has founded and co-founded 12 businesses over the past 20 years with six successful exits ranging from $10-million (U.S.) to $1.3-billion (U.S.). It has also made over 100 venture investments and has over 45 technology companies in its portfolio.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.