TORONTO, Feb. 1, 2019 /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 releases of
August 2, 2018 and November 21, 2018.
Submission to the TSXV
Hope Well and Payfare made a full initial submission on
January 21, 2019 to the TSX Venture
Exchange (the "TSXV") including a draft filing
statement. The draft filing statement and related materials
are being reviewed by the TSXV and the Transaction is subject to
the TSXV's approval. There is no assurance such approval will
be granted.
Further Extension of Escrow Release Deadline
The deadline for satisfying the escrow release conditions to the
release of the proceeds of the subscription receipt financing which
closed on July 27, 2018 (the
"Escrow Release Deadline") was extended on November 21, 2018 to December 31, 2018, and was further extended to
January 31, 2019. As the TSXV will
need sufficient time for review, the Transaction would not be
completed, and the escrow release conditions would not be
satisfied, by the current 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 further extend the Escrow Release
Deadline to March 31, 2019. In
addition, the amended and restated amalgamation agreement dated
September 27, 2018 among Hope Well,
Payfare and a wholly-owned subsidiary of Hope Well, as amended (the
"Amalgamation Agreement"), was further amended on
January 31, 2019 to extend the date
on which the conditions to the Amalgamation Agreement must be
fulfilled to March 31, 2019, and the
consolidation ratio for Hope Well shares will be reduced from
1.43646643 to 1.398330151 so that Hope Well will have 5,524,446
(instead of 5,377,779) post-consolidation shares outstanding on
closing.
ABOUT PAYFARE
Payfare is a global fintech provider driving financial inclusion
and empowerment to millions of next generation workers by providing
a full-service mobile bank account with instant access to earnings.
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 and Payfare's unique
solution is purposefully targeted toward the "gig economy."
From tech entrepreneurs to senior management at Fortune 500
companies and major financial institutions, the Payfare team has
unparalleled experience in the mobile, payments, lending, and
information technology sectors. Payfare is backed by major
investment firms and financial institutions around the world. The
Company was founded in 2014 and has offices globally.
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, that the
escrow release conditions will not be fulfilled by the Escrow
Release Deadline or at all, 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.