08:53:04 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Hampton Bay Capital Inc
Symbol HPB
Shares Issued 15,819,500
Close 2019-12-20 C$ 0.06
Market Cap C$ 949,170
Recent Sedar Documents

Hampton Bay to acquire Lendified Holdings in RTO as QT

2019-12-24 13:08 ET - News Release

Mr. Jeremy Edelman reports

HAMPTON BAY CAPITAL INC. ANNOUNCES PROPOSED QUALIFYING TRANSACTION INTO CANADIAN FINTECH SECTOR

Hampton Bay Capital Inc. has entered into a letter of intent dated Dec. 20, 2019, with Lendified Holdings Inc. to effect an arm's-length transaction that will result in a reverse takeover of Hampton Bay by Lendified.

Lendified, a federally incorporated private lending company based in the province of Ontario, is a leading Canadian financial technology company operating both a lending platform, which provides working capital loans to small businesses across Canada through the company's wholly owned subsidiary, Lendified Inc., as well as a software-as-a-service technology platform that provides AI-enabled (artificial intelligence) credit origination and analytics to financial institutions across Canada through the company's wholly owned subsidiary, Judi.

The transaction

It is currently anticipated that the proposed transaction will be effected by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties. It is intended that the proposed transaction will constitute the qualifying transaction of Hampton Bay, as such term is defined in the policies of the TSX Venture Exchange.

There are currently 15,819,500 common shares in the capital of Hampton Bay issued and outstanding, as well as 1,581,950 stock options and 621,950 brokers' warrants, each of which is exercisable to acquire one Hampton Bay common share at an exercise price of 10 cents. In connection with the proposed transaction, all outstanding stock options and warrants of Hampton Bay will remain in effect on substantially the same terms and in accordance with TSX-V policies.

Pursuant to the proposed transaction, all existing shares, options, warrants and other securities convertible into shares of Lendified shall be exchanged for similar securities of the resulting issuer following completion of the proposed transaction on substantially similar terms and conditions. For the purposes of the business combination, the parties have agreed that Hampton Bay shall have a deemed value of $2.1-million and Lendified shall have a deemed value of $17.9-million for an aggregate value of $20-million (prior to giving effect to the concurrent financing (as defined herein)).

On or immediately prior to the completion of the proposed transaction, it is anticipated that: (i) Hampton Bay will effect a name change to such name as may be determined by Lendified; and (ii) Hampton Bay will consolidate the outstanding Hampton Bay common shares on the basis of one new Hampton Bay common share for 1.88 old Hampton Bay common shares issued and outstanding.

If the proposed transaction is completed, it is anticipated that the board of directors of Hampton Bay shall be reconstituted to consist of such directors as Lendified shall determine, provided that Hampton Bay shall be entitled to nominate such number of directors equal to its pro rata interest in the resulting issuer, subject to the minimum residency requirements of the Canada Business Corporations Act, and all existing officers of Hampton Bay shall resign and be replaced with officers appointed by the new board of directors.

It is anticipated that Lendified will complete a financing of aggregate gross proceeds of no less than $4-million through one or more Canadian investment dealers in connection with the proposed transaction prior to closing.

It is anticipated that Hampton Bay will provide Lendified with a bridge loan of up to $225,000, subject to the policies of the TSX-V. The terms of the bridge loan will be set out in a definitive loan agreement between Hampton Bay and Lendified. Upon completion of the proposed transaction, the bridge loan will be consolidated as part of the debt assumed by the resulting issuer.

The proposed transaction may require sponsorship, and Hampton Bay plans to provide a news release update should a sponsor be retained. Trading in the Hampton Bay common shares has been halted and shall remain halted pending closing of the proposed transaction, subject to the earlier recommencement of trading only upon TSX-V approval and the filing of required materials with the TSX-V, as contemplated by its policies.

The obligations of Hampton Bay and Lendified pursuant to the letter of intent shall terminate in certain specified circumstances, including in the event that the proposed transaction is not completed by Feb. 28, 2020, unless otherwise agreed to by the parties.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, satisfactory diligence review by each party, TSX-V acceptance, shareholder approval and completion of the concurrent financing. The proposed transaction cannot close until all required shareholder approvals have been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. A comprehensive press release with further particulars relating to the proposed transaction will follow in due course.

About Hampton Bay Capital Inc.

Hampton Bay Capital is a capital pool company created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and to add shareholder value.

We seek Safe Harbor.

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