22:42:58 EDT Wed 08 Jul 2026
Enter Symbol
or Name
USA
CA



Clip Money Inc
Symbol CLIP
Shares Issued 105,380,861
Close 2026-07-07 C$ 0.16
Market Cap C$ 16,860,938
Recent Sedar+ Documents

Clip Money sells shares to insiders Bailey, Layden

2026-07-08 17:52 ET - News Release

Mr. Brian Bailey reports

CLIP MONEY INC. ANNOUNCES INITIAL CLOSING OF FINANCING FOR PROCEEDS OF USD$880,500

Clip Money Inc. has closed the first tranche of a non-brokered private placement, pursuant to which it has issued 8,686,377 common shares in the capital of the company at a price of 14.0 Canadian cents per common share for gross proceeds of $880,500 (U.S.) (or $1,250,838.30 (Canadian)), based on a CAD/USD exchange rate of $1 (U.S.) to $1.4206 (Canadian) to two investors, both of whom are insiders of the company.

The financing represents a related-party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, but is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transactions nor the consideration paid exceeds 25 per cent of the company's market capitalization.

All common shares to be issued in connection with the financing are subject to a statutory hold period of four months plus a day from the date hereof in accordance with applicable securities legislation in Canada and the requirements of the TSX Venture Exchange.

The company intends to use the net proceeds from the financing for network expansion and customer acquisition, new unit capital expenditures, business operations, and technology and for general corporate purposes.

The company may issue additional common shares at a price of 1.44 cents per common share, up to a maximum of 20 million common shares (including the 8,686,377 common shares issued today) in connection with subsequent tranches of the financing. If the maximum number of 20 million common shares is issued, the total value of the financing would be $2.88-million.

There was no finder's fee paid in connection with the financing. Completion of the offering is subject to the approval of the TSX Venture Exchange.

Early warning disclosure regarding Brian Bailey and Don Layden

In connection with closing of the first tranche of the financing, each of Mr. Bailey, president and chief operating officer of the company, and Mr. Layden, director of the company, acquired common shares at a price of 14.4 cents per common share pursuant to the terms of a subscription agreement.

Prior to closing of the first tranche of the financing, Mr. Bailey beneficially owned, directly or indirectly, (i) 10,672,016 common shares, (ii) a convertible note in the principal amount of $367,518 that is convertible into 735,036 common shares, in whole or in part, at the option of Mr. Bailey, based on the principal amount of the Bailey convertible note divided by the conversion price of 50 cents, (iii) 455,118 common share purchase warrants exercisable for 455,118 common shares, (iv) 1,449,650 options exercisable for 1,449,650 common shares, and (v) 291,675 restricted share units (RSUs) exercisable for 291,675 common shares, representing approximately 9.40 per cent of the issued and outstanding common shares of Clip Money on a non-diluted basis and approximately 11.81 per cent of the issued and outstanding common shares of Clip Money on a partially diluted basis assuming the full conversion of the Bailey convertible note and the full exercise of the Bailey warrants, Bailey options and Bailey RSUs.

Following closing of the first tranche of the financing, Mr. Bailey will own (i) 14,889,422 common shares, (ii) the Bailey convertible note, (iii) 455,118 warrants, (iv) 1,449,650 Bailey options, and (v) 291,675 Bailey RSUs, representing approximately 12.18 per cent of the issued and outstanding common shares of Clip Money on a non-diluted basis and approximately 14.36 per cent of the issued and outstanding common shares of Clip Money on a partially diluted basis assuming the full conversion of the Bailey convertible note and the full exercise of the Bailey warrants, Bailey options and Bailey RSUs.

Prior to closing of the first tranche of the financing, Mr. Layden beneficially owned, directly or indirectly, (i) 8,003,966 common shares, (ii) 87,500 options exercisable for 87,500 common shares, and (iii) 150,000 restricted share units exercisable for 150,000 common shares, representing approximately 7.05 per cent of the issued and outstanding common shares of Clip Money on a non-diluted basis and approximately 7.24 per cent of the issued and outstanding common shares of Clip Money on a partially diluted basis assuming the full exercise of the Layden options and Layden RSUs.

Following closing of the first tranche of the financing, Mr. Layden will own (i) 12,472,937 common shares, (ii) 87,500 Layden options, and (iii) 150,000 Layden RSUs, representing approximately 10.21 per cent of the issued and outstanding common shares of Clip Money on a non-diluted basis and approximately 10.38 per cent of the issued and outstanding common shares of Clip Money on a partially diluted basis assuming the full exercise of the Layden options and Layden RSUs.

The securities of Clip Money are being held by each of Mr. Bailey and Mr. Layden for investment purposes and each of Mr. Bailey and Mr. Layden will evaluate his investment in the company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings through market transactions, private agreements, or otherwise.

This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the early warning report to be filed by each of Mr. Bailey and Mr. Layden in connection with the transactions described above will be available on the company's SEDAR+ profile. A copy of such reports may also be obtained by contacting Joseph Arrage by telephone at 844-593-2547 or by e-mail at jarrage@clipmoney.com. The company's registered office is located at 3400, 333 Bay St., Toronto, Ont., M5H 2S7.

About Clip Money Inc.

Clip operates a multibank self-service deposit system for businesses through the Clip Money network that gives users the capability of making deposits outside of their bank branch at top retailers and shopping malls. Rather than having to go to their personal bank branch or using a cash pickup service, businesses can deposit their cash at any ClipDrop Box, ClipATM or ClipCenter located near them. After being deposited, the funds will automatically be credited to the business's bank account, usually within one business day. The company combines functional hardware, an intuitive mobile app and an innovative cloud-based transaction engine that maximizes business banking transactions. Combined with mobile user applications, Clip offers a cost-effective and convenient solution for business banking deposits in metropolitan statistical areas across Canada and the United States.

We seek Safe Harbor.

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