The TSX Venture Exchange has accepted for filing the qualifying transaction (QT) of Hampton Bay Capital Inc., as described in its filing statement dated March 30, 2020. As a result, at the opening on Monday, May 25, 2020, the company will no longer be considered a capital pool company. The qualifying transaction includes the following.

The company acquired all the issued and outstanding shares of Lendified Holdings Inc. by way of a three-cornered amalgamation, pursuant to the provisions of the CBCA, and issued 83,666,294 common shares on a postconsolidation basis at a deemed price of 25 cents to the securityholders of Lendified Holdings, including those issued pursuant to the financing described below. Prior to the closing of transaction, the company changed its name to Lendified Holdings (the resulting issuer).

As a result of the transaction, a total of 52,705,966 resulting issuer common shares, 1,769,943 share purchase warrants and 11,428,571 common shares underlying convertible loans are escrowed pursuant to an exchange Tier 2 surplus escrow agreement, 523,608 resulting issuer common shares are escrowed pursuant to an exchange Tier 2 value escrow agreement and 3.8 million share purchase warrants are subject to a four-month hold pursuant to exchange seed share resale restrictions.

An additional 2,866,652 common shares of the resulting issuer were issued in connection with a finder's fee pursuant to the QT.

The resulting issuer is classified as an all other non-depository credit intermediation issuer (NAICS No. 522299).

For further information, please refer to the company's filing statement dated March 30, 2020, available on SEDAR.

Further to the TSX Venture Exchange bulletin dated Dec. 24, 2019, trading in the securities of the resulting issuer will resume at the opening on Monday, May 25, 2020.

Effective at the opening on Monday, May 25, 2020, the trading symbol for the company will change from HPB.P to LHI.

Private placement -- brokered

Prior to the completion of the QT, the company completed a brokered private placement of subscription receipts resulting in the issuance of the following common shares of the company. Each subscription receipt was exchanged for common shares and common share purchase warrants of the resulting issuer on a one-for-one basis.

Number of shares:  12 million resulting issuer shares on a postconsolidation basis

Purchase price:  25 cents per resulting issuer share on a postconsolidation basis

Warrants:  six million warrants to purchase six million common shares on a postconsolidation basis

Warrant exercise price:  38 cents for a 24-month period on a postconsolidation basis

Number of placees:  52 placees

Insider:  Perry Dellelce, 20,000

Total pro group involvement:  two million (one placee)

In connection with the brokered private placement, Haywood Securities Inc., as lead agent, Canaccord Genuity Corp., Silver Maple Ventures Inc. and WD Capital Markets Inc. received a total of $12,871 in cash, 207,000 broker shares and 867,249 broker warrants to purchase 867,249 common shares, exercisable at a price of 25 cents per common share for a period of 24 months from the date that the common shares are listed on the TSX Venture Exchange.

The company confirmed the closing of the private placement via a news release dated April 30, 2020.