Clip Money Inc. Announces Issuance of Promissory Notes
August 15 2023 - 9:30AM
Clip Money Inc. (TSX-V: CLIP) (“
Clip Money” or the
“Company”), a company that operates a multi-bank
self-service deposit system for businesses, is announcing that it
has issued secured promissory notes (the “
Promissory
Notes”) to two executives of the Company (the
“
Lenders”) in exchange for cash loans in the
aggregate amount of approximately CDN$670,505 (the
“
Loan”).
The Promissory Notes
are due and payable on the earlier of (i) the date that is two
months from the original date of issue; and (ii) the closing date
of a private placement in the Company (the “Maturity
Date”). Interest on the principal amount of the Promissory
Notes will accrue from the original date of issue at a rate of
twelve percent (12%) per annum (compounding monthly) until the
Maturity Date. The Company shall have the option of prepaying the
whole or any part of the principal amount of the Promissory Notes
(together with all accrued and unpaid interest thereon) at any time
without notice, bonus or penalty. If the prepayment occurs on a
date that is less than one month from the date of issuance of the
Promissory Notes, the Company will be obligated to pay the Lenders
interest that would have otherwise accrued for a period of one
month. Payments by the Company to the Lenders under the Promissory
Notes are secured by a security interest in all of its present and
future assets, undertaking and property, both real and personal,
wherever located of the Company.
The issuance of the
Promissory Notes and the Loan constitutes a related party
transaction within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions (“MI
61-101”) as the Lenders are directors and/or officers of
the Company. The Company is relying on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as
the fair market value of Promissory Notes does not exceed 25% of
the market capitalization of the Company in accordance with MI
61-101.
Closing of Private
Placement
The Company is also
pleased to announce that it has closed out its non-brokered private
placement of approximately 3,903 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$3,903,713.50 (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”). No additional Note Units have been
issued since the press release dated June 14, 2023. Further details
regarding the terms of the Note and the Warrants can be found in
therein as well.
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.
For further information, please contact:
Joseph ArrageChief Executive Officertel: 844-593-2547
Clip Money (TSXV:CLIP)
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