Mr. Joe Donaldson reports
GIVEX EXTENDS TERM OF OUTSTANDING WARRANTS
Givex Corp. has applied to the Toronto Stock Exchange to extend the term of an aggregate of 11 million common share purchase warrants, which were issued by the company on Nov. 25, 2021, in connection with a private placement concurrent with the company's listing on the Toronto Stock Exchange (the go-public financing). The current expiry date of the warrants is Nov. 25, 2023, and the new expiry date will be Nov. 25, 2024. Except as provided below in respect of warrants held by insiders of the company (such insiders having acquired the warrants under the go-public financing), the warrant extensions will become effective on July 7, 2023. All proposed warrant term extensions are subject to TSX approval and the company has applied to the TSX for approval.
All other terms of the warrants will remain unchanged, including the exercise price of $1.25.
A total of 183,330 of the warrants are held directly or indirectly by insiders of the company. The extension in respect of warrants held by insiders and their ability to exercise the warrants after Nov. 25, 2023, will be subject to obtaining disinterested shareholder approval, which the company intends to seek at the annual general and special meeting of shareholders of the company in early spring, 2024. In the event that shareholder approval is not obtained, the warrants held by insiders will terminate and be null and void effective Nov. 25, 2023.
The extensions of the warrants held by insiders of the company constitute related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the go-public financing by each insider does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company does not intend to file a material change report in respect of the extensions.
About Givex
Corp.
The world is changing. Givex is ready. Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 122,000-plus active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides gift cards, GivexPOS, loyalty programs and more, creating growth opportunities for businesses of all sizes and industries.
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