TORONTO, March 22, 2019 /CNW/ - Hope Well Capital
Corp. ("Hope Well") (TSX VENTURE: HOPE.P), a capital
pool company, announce it received conditional approval from the
TSX Venture Exchange ("TSXV") for the 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, November 21, 2018 and February 1, 2019.
The TSXV has conditionally approved the listing of the resulting
issuer on closing of the Transaction as a Tier 2 technology issuer.
TSXV's conditional approval for the Transaction contains a number
of conditions, including (i) the approval by the TSXV of the filing
statement with respect to the Transaction and filing of the filing
statement at least 7 business days prior to closing of the
Transaction; (ii) Payare raising a minimum of $5 million in debt or equity in addition to the
subscription receipts financing which closed on July 27, 2018; and (iii) the resulting issuer
obtaining disinterested shareholder approval following the closing
of the Transaction for a 20% fixed option plan, a restricted share
unit plan and certain individual grants under such plans. All
of the TSXV's conditions are required to be met by May 6, 2019.
Hope Well and Payfare also entered into a second amended and
restated amalgamation agreement (the "Second Restated
Amalgamation Agreement") further amending the amended and
restated amalgamation agreement dated September 27, 2018 with respect to the
Transaction by providing for the additional financings Payfare
proposes to undertake in satisfaction of the TSXV conditions.
While Hope Well believed Payfare was in the process of obtaining
the additional financing required by the TSXV, Hope Well received
an email notice from Payfare on March 15,
2019 with a copy of a non-binding letter of intent from an
unidentified party to purportedly acquire all outstanding
securities of Payfare for a cash and stock transaction (the
"Alternative Offer"). Hope Well was advised in the
evening of March 20, 2019 that the
Payfare board of directors had decided the Alternative Offer was a
"Superior Merger Proposal" under the Second Restated Amalgamation
Agreement and was requested to match the terms of the Alternative
Offer. Hope Well disputes the validity of the notice, and is
evaluating available legal remedies with respect to the Alternative
Offer and Payfare's non-compliance with the Second Restated
Amalgamation Agreement.
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, the financings and associated
transactions, including statements regarding the terms and
conditions of the Transaction, financings 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, the financings and
associated transactions, that the ultimate terms of the
Transaction, the financings and associated transactions will differ
from those that currently are contemplated, and that the
Transaction, the financings and associated transactions will not be
successfully completed for any reason (including the failure to
meet the TSXV's conditions or 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.