TORONTO, March 28, 2019 /CNW/ - Hope Well Capital Corp.
("Hope Well") (TSX VENTURE: HOPE.P), a capital pool
company, announce that, further to Hope Well's press releases of
March 22, 2019, it received a notice
of termination from Payfare Inc. ("Payfare") on March 27, 2019 terminating the proposed
qualifying transaction (the "Transaction") between Hope Well
and Payfare.
Payfare claimed that Payfare had determined the proposed offer
from an unidentified party to acquire Payfare set out in a
non-binding letter of intent sent by Payfare to Hope Well on
March 15, 2019 (the "Alternative
Offer") constituted a Super Merger Proposal under the second
amended and restated amalgamation agreement for the Transaction
dated as of March 4, 2019 (the
"Amalgamation Agreement"). Payfare also claimed it had
given a valid notice to Hope Well on March
20, 2019 to match the terms of the Alternative Offer.
Payfare claimed that it terminated the Transaction because Hope
Well had not matched the terms of the Alternative Offer.
Hope Well disputes Payfare's claims and believes that Payfare's
termination of the Transaction constitutes a breach of the
Amalgamation Agreement by Payfare. Hope Well is evaluating
available legal remedies with respect to Payfare's non-compliance
with the 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 a
qualifying 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.
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. 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.
SOURCE Hope Well Capital Corp.