Clip Money Inc. Announces Closing of Second Tranche of Non-Brokered Private Placement of Convertible Note Units
15 6월 2023 - 5:15AM
Clip Money Inc. (TSX-V: CLIP) (OTCQB: CLPMF) (“
Clip
Money” or the
“Company”), a company that
operates a multi-bank self-service deposit system for businesses,
is pleased to announce that it has closed the second tranche of a
non-brokered private placement of approximately 3,420 note units of
the Company (each a “
Note Unit”)
at a price of CAD$1,000 per Note Unit for gross proceeds of
approximately CAD$3,420,000 (the “
Private
Placement”). Each Note Unit consisted of one 12% unsecured
convertible note with a principal amount of $1,000 (each a
“
Note”) and 1,000 common share purchase warrants
of the Company (each, a “
Warrant”). Together with
the closing of the first tranche of the Private Placement announced
on May 4, 2023, the closing of the second tranche has resulted in a
total issuance of approximately 3903 Note Units for aggregate gross
proceeds of approximately CAD$3,903,713.50.
Each Note issued under the Private Placement
will be due and payable on the date that is 36 months from today
(the “Maturity Date”). On the Maturity Date,
payment of the principal amount of each Note plus accrued and
unpaid interest thereon will be satisfied in cash. The Notes will
bear interest at the rate of 12% per annum, accruing monthly and
payable quarterly in-kind on the Maturity Date. The Company may
elect, at its sole discretion, to pay all or a portion of any
accrued and unpaid interest in cash or shares of the Company
quarterly.
The principal amount of each Note shall be
convertible, for no additional consideration, into common shares of
the Corporation (“Common Shares”) at the option of
the holder in whole or in part at any time and from time to time
prior to the earlier of the business day immediately preceding the
Maturity Date. The number of Common Shares to be granted to each
Note holder upon the above described conversion will be equal to
the principal amount held by such holder divided by $0.50 (the
“Conversion Price”), subject to adjustment in
certain events and subject to TSXV approval.
The Company will have the option (but not the
obligation) to force the conversion (the “Company
Conversion”) of the principal amount of the then
outstanding Notes plus all interest accrued in kind onto the
principal of the Notes into Common Shares at the Conversion Price,
on not more than 60 days’ and not less than 10 days’ notice, in the
event that the daily volume weighted average trading price of the
Common Shares on the TSXV is greater than $1.00 per share for 20
consecutive trading days of the Common Shares on the TSXV preceding
such notice.
The Company will be obligated to force the
conversion (the “Mandatory Conversion”) of the
principal amount of the then outstanding Notes into Common Shares
on not more than 60 days’ and not less than 10 days’ notice in
connection with a qualified equity or similar financing (either
qualified by a prospectus or by way of a private placement)
involving Common Shares, or warrants exercisable for Common Shares
(or other equity securities), resulting in aggregate gross proceeds
to the Company of not less than US$5 million (the
“Qualified Financing”). Where a conversion occurs
pursuant to a Mandatory Conversion, such a conversion will occur at
the lesser of the Conversion Price or 80% of the price per security
of a Qualified Financing, provided that in event of a conversion
under the latter, the pricing for such conversion shall be subject
to the approval of the TSXV at the time of conversion.
Each Warrant issued under the Private Placement
will entitle the holder thereof to purchase one Common Share at an
exercise price of CAD$0.70 for a period of 36 months following the
issuance of the Units. The expiry date of the Warrants will be
subject to an acceleration right in favour of the Company that is
exercisable if the common shares of the Company trade at or above a
volume-weighted average trading price of CAD$1.40 on the TSXV on
any 20-consecutive trading days following the closing date of the
Private Placement. If the acceleration right is exercised by the
Company, the Warrants will expire on the 30th day after the Company
issues a press release announcing that it has exercised such
acceleration right.
Certain insiders of the Company have
participated in the Private Placement for approximately 1,107 Note
Units in the aggregate. Such participation represents a
related-party transaction under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), but the transaction is exempt from
the formal valuation and minority shareholder approval requirements
of MI 61-101 as neither the fair market value of the subject matter
of the transaction, nor the consideration paid, exceed 25% of the
Company's market capitalization.
All securities issued in connection with the
Private Placement are subject to a four-month and one day hold
period in Canada, during which time the securities may not be
traded.
The Company plans to use the net proceeds from
the Private Placement for network expansion and customer
acquisition, new unit capital expenditures, business operations and
technology and for general corporate purposes.
About Clip Money Inc.
Clip Money operates a multi-bank self-service
deposit system for businesses through its ClipDrop Boxes that gives
users the capability of making deposits outside of their bank
branch at top retailers and shopping malls. Rather than having to
go to their personal bank branch or using a cash pickup service,
businesses can deposit their cash at any ClipDrop Box located near
them. After being deposited, the funds will automatically be
credited to the business’ bank account, usually within one business
day. The Company combines functional hardware, an intuitive mobile
app and an innovative cloud-based transaction engine that maximizes
business banking transactions. Combined with mobile user
applications, Clip Money offers a cost-effective and convenient
solution for business banking deposits in metropolitan statistical
areas across Canada and the United States. For more information
about the Company, visit www.clipmoney.com.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
For further information, please contact:
Joseph ArrageChief Executive Officertel:
844-593-2547
Clip Money (TSXV:CLIP)
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Clip Money (TSXV:CLIP)
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부터 6월(6) 2023 으로 6월(6) 2024