TORONTO, Nov. 21, 2018 /CNW/ - Hope Well Capital Corp.
("Hope Well") (TSX VENTURE: HOPE.P), a capital pool
company, provides an update on the proposed qualifying transaction
by way of a three-cornered amalgamation (the "Transaction")
with Payfare Inc. ("Payfare or the "Company")
further to Hope Well's press release of August 2, 2018.
Payfare Shareholder Approval
Payfare has advised that Payfare shareholders approved the
Transaction at a meeting of shareholders held on October 29, 2018.
Management Changes
Payfare has appointed Mr. Chris
Seip as Chief Executive Officer. Mr. Seip will also
take the role of Chief Executive Officer of the resulting issuer on
closing of the Transaction, in addition to serving as a director
and chairman of the resulting issuer. Mr. Seip was the former Chief
Operating Officer and Head of Investor and Treasury Services for
RBC. From 2012, he oversaw the global management of deposit-taking,
liquidity management and short-term funding as well as foreign
exchange, securities lending and asset management (USD$50+ billion
liquidity portfolio and USD$40+ billion of liability insurance plus
$100BN of intraday liquidity for
RBC).
Mr. Paul Haber is expected to
serve as the independent lead director of the resulting issuer.
Payfare is also pleased to announce the addition of Mr.
Charles Park as the Chief Financial
Officer of Payfare and the Chief Financial Officer of the resulting
issuer on completion of the Transaction. Mr. Park is a Chartered
Accountant, Certified Internal Auditor and Certified Public
Accountant. After staring his career at PricewaterhouseCoopers LLP,
Mr. Park has held several finance leadership positions at
growth-oriented technology, financial services and telecom
companies including TeraGo Networks Inc., Kobo Rakuten Inc.,
Mobilicity and Bank of Montreal.
"Payfare is now poised for its next stage of growth with the
addition of Charles Park as CFO." commented Chris Seip. "Together with Brian Miller as COO/CTO, I firmly believe we
have the right team to execute on our newly contracted customers
and take the Company to the next level."
Mr. Seip would also like to thank Fareed Sheik for his
assistance and contribution to the Company by taking on the role of
interim CFO prior to the hiring of Mr. Park.
Extension of Escrow Release Deadline
Due to the management changes noted above and the time and
resources Payfare has devoted to pursuing a number of significant
key contracts, Hope Well and Payfare expects that the Transaction
will not be completed, and the escrow release conditions to the
release of the proceeds of the subscription receipt financing which
closed on July 27, 2018 will not be
satisfied, by the original deadline of November 26, 2018 (the "Escrow Release
Deadline"). Pursuant to the terms of the subscription receipt
agreement dated July 27, 2018 among
Payfare, Mackie Research Capital Corporation ("Mackie") and
TSX Trust Company, Payfare and Mackie have agreed to extend the
Escrow Release Deadline to December 31,
2018. In addition, the amended and restated amalgamation
agreement dated September 27, 2018
among Hope Well, Payfare and a wholly-owned subsidiary of Hope Well
(the "Amalgamation Agreement") has been amended to
extend the date on which the conditions to the Amalgamation
Agreement must be fulfilled to December 31,
2018. If the Transaction has not been closed on or before
December 31, 2018, the consolidation
ratio for Hope Well shares will be reduced from 1.580113 to
1.43646643 so that Hope Well will have 5,377,779 (instead of
4,888,890) post-consolidation shares on closing.
Trading Symbol
Hope Well has reserved the trading symbol "PAYD" with the TSX
Venture Exchange ("TSXV") which will be the trading symbol
of the resulting issuer upon completion of the Transaction.
Finder Shares
Immediately prior to the closing of the Transaction, Payfare
will issue a total of 1,538,462 common shares at a deemed price of
$0.65 per share to Paige Capital
Inc., a Toronto-based consulting
firm (the "Finder"), pursuant to an engagement letter
agreement between Payfare and the Finder dated February 17, 2017. These shares will be
issued in full satisfaction of a finder's fee for the introduction
of Payfare to Hope Well by the Finder, and will be replaced by
1,538,462 resulting issuer shares on closing of the
Transaction. The issuance of these shares to the Finder is
subject acceptance of the TSXV.
ABOUT PAYFARE
Payfare is a global fintech startup providing mobile banking and
instant payment solutions for today's workforce. Payfare's
technology and partnership with Mastercard is driving financial
inclusion and empowerment to millions of next-generation workers
around the globe by providing a full service mobile bank account
with instant access to their earnings.
ABOUT HOPE WELL
Hope Well is a capital pool company (CPC) formed under the
TSXV's CPC program. Hope Well's common shares will remain halted
until Hope Well satisfies the requirements of the TSXV for resuming
the trading of the Hope Well shares or until completion of the
Transaction.
Completion of the Transaction is subject to a number of
conditions including, but not limited to, due diligence, TSXV
acceptance and if required by TSXV policies, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as
proposed or at all. Investors are cautioned that, except as
disclosed in the filing statement to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
All information in this press release concerning Payfare
has been provided for inclusion herein by Payfare. Although Hope
Well has no knowledge that would indicate that any information
contained herein concerning Payfare is untrue or incomplete, Hope
Well assumes no responsibility for the accuracy or completeness of
any such information.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE
MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR
DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information"
within the meaning of applicable securities laws relating to the
proposal to complete the Transaction and associated transactions,
including statements regarding the terms and conditions of the
Transaction and associated transactions. Any such forward-looking
statements may be identified by words such as "expects",
"anticipates", "believes", "projects", "plans" and similar
expressions. Readers are cautioned not to place undue reliance on
forward-looking statements. Actual results and developments may
differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will
not proceed with the Transaction and associated transactions, that
the ultimate terms of the Transaction and associated transactions
will differ from those that currently are contemplated, and that
the Transaction and associated transactions will not be
successfully completed for any reason (including the failure to
obtain the required approvals or clearances from regulatory
authorities). The statements in this news release are made as of
the date of this release. Hope Well undertakes no obligation to
update any such forward-looking statements if circumstances or
management's estimates or opinions should change except as required
by applicable securities laws. The reader is cautioned not to place
undue reliance on any such forward-looking statements. Hope Well
undertakes no obligation to comment on analyses, expectations or
statements made by third parties in respect of Hope Well and
Payfare, or their respective financial or operating results or (as
applicable), their securities.
SOURCE Hope Well Capital Corp.