TORONTO, Dec. 30,
2024 /CNW/ - LifeSpeak Inc. (TSX: LSPK)
("LifeSpeak" or the "Company"), a leading provider of
mental, physical, and family wellbeing solutions for employers,
health plans, and other organizations, announced today that it has
entered into a forbearance and additional loan agreement (the
"Second Forbearance and Additional Loan Agreement") with
Beedie Investments Ltd. ("Beedie Capital") to make available
to the Company an additional non-revolving, non-convertible loan in
the principal amount of $500,000 (the
"Second Bridge Loan") and to make certain amendments to the
terms of its previously announced credit agreement (as amended from
time to time, the "Credit Agreement") dated March 30, 2023 in respect of a non-revolving term
convertible loan in the principal amount of $15 million (the "Loan") in furtherance of
the foregoing. As announced on September 27,
2024, Beedie Capital has previously provided the Company
with a first bridge loan in the principal amount of $2 million (the "First Bridge Loan").
Pursuant to the Second Forbearance and Additional Loan Agreement,
Beedie Capital has also agreed to forbear for the time being from
demanding immediate repayment of the Loan and the First Bridge Loan
and taking steps to enforce the security thereunder.
Second Forbearance and Additional Loan Agreement
The Company and Beedie Capital entered into the Second
Forbearance and Additional Loan Agreement to make available to the
Company the Second Bridge Loan, which will be used for general
working capital purposes. The Second Bridge Loan will bear interest
at a rate of 15% per annum. The Second Bridge Loan and all
obligations thereunder will mature on the earlier of the expiry of
the continuance period under the Company's forbearance agreement
with its senior lender and March 31,
2025. Default interest on the outstanding principal amount
of the Second Bridge Loan is an additional 5% per annum.
The Second Forbearance and Additional Loan Agreement and related
Second Bridge Loan, were each unanimously approved by the board of
directors of the Company, all members of which are independent for
the purposes of the Second Forbearance and Additional Loan
Agreement and the Second Bridge Loan.
Additional Information Pursuant to MI 61-101
The lender under the Second Bridge Loan, Beedie Capital, is a
"related party" of the Company. Beedie Capital holds 8.58% of the
Company's common shares on a non-diluted basis and 27.13% on a
partially diluted basis. As no securities of the Company are being
issued under the Second Forbearance and Additional Loan Agreement,
the transaction will have no effect on the percentage of securities
that Beedie Capital beneficially owns or controls in LifeSpeak. The
Second Bridge Loan is considered a "related party transaction",
subject to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). MI 61-101 requires issuers, in certain circumstances
and in the absence of exemptions, to obtain a formal valuation and
minority shareholder approval, of the related party
transaction.
The Company is not required to obtain a formal valuation per
subsection 5.4 of MI 61-101, which only requires a formal valuation
if a "related party transaction" falls within paragraphs (a) to (g)
of that definition in MI 61-101. The Company is exempt from the
need to obtain minority shareholder approval per subsection
5.7(1)(f) of MI 61-101, as the Second Forbearance and Additional
Loan Agreement is deemed to create a new loan or credit facility,
and such loan or credit facility is on reasonable commercial terms
that are not less advantageous to LifeSpeak than if the loan or
credit facility were obtained from a person dealing at arm's length
with LifeSpeak, and the loan or credit facility is not convertible,
directly or indirectly, into equity or voting securities of
LifeSpeak or a subsidiary, or otherwise participating in nature, or
repayable, as to principle or interest, directly or indirectly, in
equity or voting securities of the Company or a subsidiary.
The Company is issuing this news release, and will file a
material change report in connection with the transaction described
herein, less than 21 days prior to the closing of the transaction.
The shorter period is reasonable and necessary in the circumstances
as the Company requires the Second Bridge Loan for short term
general working capital purposes.
About LifeSpeak Inc.
Celebrating 20 years of supporting wellbeing, LifeSpeak Inc. is
the leading provider of mental, physical, and family wellbeing
solutions for employers, health plans, and other organizations
across the globe. With a suite of digital solutions, LifeSpeak
enables organizations to deliver best-in-class content and human
expertise at scale, catering to individuals throughout their
wellbeing journeys. The LifeSpeak Inc. portfolio of solutions spans
every pillar of wellbeing, including LifeSpeak Mental Health &
Resilience, Wellbeats Wellness, Torchlight Parenting &
Caregiving, ALAViDA Substance Use, and LIFT session Fitness.
Insights from LifeSpeak Inc.'s digital and data-driven solutions
empower organizations and individuals to take impactful action to
strengthen wellbeing and maximize workplace performance. To learn
more, follow LifeSpeak Inc. on LinkedIn, or visit
http://www.LifeSpeak.com.
Forward-Looking Information
This press release may include "forward-looking information"
within the meaning of applicable securities laws. Such
forward-looking information may include, but is not limited to,
information with respect to the expected effect on the financial
condition of the Company based on the Second Bridge Loan, the
Company's ability to meet its covenants under the Second
Forbearance and Additional Loan Agreement or any other outstanding
financial obligations, any future financing, any future forbearance
by the Company's lenders, and expectations regarding continued
support from the Company's lenders. In some cases, but not
necessarily in all cases, forward-looking information can be
identified by the use of forward-looking terminology and phrases
such as "forecast", "target", "goal", "may", "might", "will",
"could", "expect", "anticipate", "estimate", "intend", "plan",
"indicate", "seek", "believe", "predict", or "likely", or the
negative of these terms, or other similar expressions intended to
identify forward-looking information, including references to
assumptions. In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts nor guarantees or assurances of future performance
but instead represent management's current beliefs, expectations,
estimates and projections regarding possible future events,
circumstances or performance.
Forward-looking information is necessarily based on a number of
opinions, estimates and assumptions that, while considered
reasonable by LifeSpeak as of the date of this release, is subject
to known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information.
Important factors that could cause actual results to differ,
possibly materially, from those indicated by the forward-looking
information include, but are not limited to, general market
conditions, the Company's ability to secure financing in the
future, decisions made by the Company's lenders, third party
reaction to the Second Bridge Loan and Second Forbearance and
Additional Loan Agreement, as well as the risk factors identified
under "Risk Factors" in LifeSpeak's annual information form for
fiscal year ended December 31, 2023
dated April 1, 2024, and in other
periodic filings that LifeSpeak has made and may make in the future
with the securities commissions or similar regulatory authorities
in Canada, all of which are
available under LifeSpeak's SEDAR+ profile at www.sedarplus.com.
These factors are not intended to represent a complete list of the
factors that could affect LifeSpeak. However, such risk factors
should be considered carefully. There can be no assurance that such
estimates and assumptions will prove to be correct. You should not
place undue reliance on forward-looking information, which speak
only as of the date of this release. LifeSpeak undertakes no
obligation to publicly update any forward-looking information,
except as required by applicable securities laws.
SOURCE LifeSpeak Inc.