Nobelium Tech Corp. and Hank Payments Provide Update of Qualifying Transaction and Announce the Engagement of Cantor Fitzgerald Canada Corporation and Gravitas Securities Inc. as Co-Lead Agents for Private Placement of $10 million
Toronto, Ontario – TheNewswire - June 16, 2021 – Nobelium Tech Corp. (TSXV:NBL.H) (“Nobelium” or the “Company”) and Hank Payments Corp. (“Hank”) are pleased to provide an update on their previously announced proposed qualifying transaction (the “Transaction”) on the TSX Venture Exchange (the “TSXV”) and to announce that Hank has entered into an agreement with Cantor Fitzgerald Canada Corporation and Gravitas Securities Inc. (the “Co-Lead Agents”) to act as co-lead agents in connection with the Financing (defined below), on behalf of a syndicate of agents that may be formed (together with the Co-Lead Agents, the “Agents”) to offer Subscription Receipts (defined below) for sale on a “best efforts” agency basis. All references to dollar amounts in this press release are to Canadian dollars.
The Transaction will be structured as a three-cornered amalgamation, and pursuant to the terms and conditions to be contained in an amendment to be negotiated between the parties (the “Amendment”) to the December 21, 2020 definitive agreement (the “Definitive Agreement”). References herein to the “Resulting Issuer” refer to Nobelium following the completion of the Transaction.
Immediately prior to the Transaction, each issued and outstanding common share of Nobelium (each, a “Nobelium Share”) will be consolidated on the basis of one (1) post-consolidation share for every four (4) pre-consolidation Nobelium shares (the “Consolidation”). In connection with the Transaction, it is intended that the shareholders of Hank will receive common shares of the Resulting Issuer (each, a “Resulting Issuer Share”), in exchange for all of the issued and outstanding shares of common stock of Hank (each, a “Hank Share”), at a ratio of one (1) Nobelium Share for each one (1) Hank Share (the “Exchange Ratio”). On the closing of the Transaction, any options, warrants or other convertible securities of Hank, or rights to acquire Hank Shares, will be exchanged in accordance with the Exchange Ratio for similar securities to purchase Resulting Issuer Shares.
It is intended that the Transaction will be an arm’s length “Qualifying Transaction” for Nobelium, as such term is defined in Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the Corporate Finance Manual of the TSXV. In connection with the Transaction, the Company intends to seek a listing of the Resulting Issuer Shares on the TSXV. Upon completion of the Transaction, it is intended that Nobelium will change its name to “Hank Payments Inc.” (the “Name Change”). Upon successful completion of the Transaction, it is anticipated that the Resulting Issuer will be listed on the TSXV as a Tier 2 Technology Issuer.
On March 26, 2021, Nobelium held a special meeting of shareholders and approved, among other things, the Consolidation, the Name Change, a repeal of By-Law No.1 of Nobelium and the adoption of By-Law No.1A as replacement to By-Law No.1, and a new omnibus incentive plan to take effect on the closing of the Transaction, all as more fully described in Nobelium’s management information circular dated February 26, 2021. The completion of the Transaction remains subject to a number of conditions including the completion of satisfactory due diligence reviews, completion of the Financing, receipt of all necessary regulatory and shareholder approvals, including the approval of the TSXV as well as the execution of the Amendment and satisfaction of all other conditions precedent to the closing as set out therein and in the Definitive Agreement.
In connection with the Transaction, Hank intends to complete a brokered private placement financing (the “Financing”) of subscription receipts (the “Subscription Receipts”) of a wholly-owned special purpose company incorporated solely for the purpose of the Financing the (“Issuer”) at a price of $1.00 per Subscription Receipt (the “Issue Price”) for gross proceeds of up to $10,000,000 (or up to $11,500,000 if the Agents’ Option (as defined below) is exercised) pursuant to the terms of a subscription receipt agreement to be entered into among Hank, the Issuer, a subscription receipt agent to be determined, and the Co-Lead Agents, for and on behalf of the Agents. Each Subscription Receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver of certain escrow release conditions (the “Escrow Release Conditions”) prior to the date that is 120 days from the closing of the Financing (the “Escrow Deadline”), including all conditions precedent to the Transaction being satisfied, and without payment of additional consideration therefor, one Unit of the Issuer (each, an “Issuer Unit”).
Concurrent with the completion of the Transaction, each Issuer Unit underlying the Subscription Receipts will be exchanged for one (1) Resulting Issuer Share and one (1) Resulting Issuer Share purchase warrant (each, a “Resulting Issuer Warrant”) in accordance with the terms of the Amendment. Each Resulting Issuer Warrant shall entitle the holder to purchase one (1) Resulting Issuer Share at a price of $1.40 for a period of twenty-four (24) months from the closing of the Transaction.
The Agents have also been granted an option (the “Agents’ Option”), exercisable in whole or in part up to two (2) days prior to the closing of the Financing, to increase the size of the Financing by up to 15%. In connection with the Financing, the Agents will receive a cash fee (the “Agents’ Commission”) equal to 7.0% of the gross proceeds of the Subscription Receipts sold in the Financing and compensation warrants (the “Agents’ Warrants”) equal to 7.0% of the number of Subscription Receipts sold in the Financing. Each Agents’ Warrant will be exercisable to acquire one (1) Issuer Unit at the Issue Price for a period of twenty-four (24) months from the closing of the Transaction. In accordance with the terms of the Amendment and Definitive Agreement, the Agents’ Warrants will be exchanged for securities of the Resulting Issuer on the same economic terms.
The gross proceeds from the Financing (less (i) an amount equal to 50% of the Agents’ Commission and (ii) 50% of the estimated expenses of the Agents in connection with the Financing) (the “Escrowed Proceeds”) are expected to be held in escrow until the satisfaction of the Escrow Release Conditions. Upon satisfaction of the Escrow Release Conditions, the net proceeds will be released to the Resulting Issuer and the remaining Agents’ Commission along with the balance of the Agents expenses in connection with the Financing. In the event that the Escrow Release Conditions are not satisfied by the Escrow Deadline, the proceeds of the Financing will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
Upon completion of the Transaction, the net proceeds of the Financing are anticipated to be used principally for working capital and general corporate purposes.
The Financing will be marketed (i) to investors in each of the provinces of Canada on a private placement basis; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case, in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction. The Financing is anticipated to close on or about July 6, 2021, or such other date as the Co-Lead Agents and Hank may agree.
The TSXV has not yet conditionally approved the listing of the Resulting Issuer Shares underlying the Subscription Receipts. The Subscription Receipts will not be listed on any exchange and shall be subject to an indefinite hold period as set out in National Instrument 45-102 - Resale of Securities. The Resulting Issuer Shares and Resulting Issuer Warrants issuable upon the conversion of the Subscription Receipts will not be subject to a hold period under applicable securities legislation in Canada.
About Nobelium Tech Corp.
The Company is a “capital pool company” as defined under Policy 2.4. It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in Policy 2.4, until completion of a “Qualifying Transaction”, the Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.
About Hank Payments Corp.
Hank Payments is a financial technology company. The Hank Payments software platform (the “Hank Platform”) acts as a consumer’s personal, financial concierge using a powerful technology to automate the complexities of personal cash flow management. Through its FDIC (Federal Deposit Insurance Corporation) insured bank partners in the United States, Hank helps consumers, in every state, find funds in their existing cash flow and speed up the retirement of liabilities. The Hank Platform debits consumers when they have cash, stores the cash with partner banks, then automatically instructs partner banks to pay bills and loans as they come due, and often sooner than required. Approximately half of Hank’s customers are financially sound and use the Hank Platform for convenience, while the other half improve their payment performance through use of the Hank Platform. One hundred percent of Hank’s customers are in the USA and pay setup and ongoing monthly processing fees while remaining on the Hank Platform for an average of three years. Hank continues to innovate and anticipates launching more expansive features to its expected growing customer base that will provide greater visibility into their cash flow, credit performance, and viability to borrow or refinance at lower rates, including introducing Hank customers to interested lenders. Post-closing of the Transaction, Hank expects to be well-funded to execute on near-term growth programs and to continue to build out the Hank Platform to create consumer and shareholder value.
This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Financing will be completed on the terms set forth in this press release, on acceptable terms or at all; all applicable shareholder and regulatory approvals for the Transaction will be received; the Transaction will be completed on the terms set forth in this press release, on acceptable terms or at all. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; compliance with extensive financial regulations; domestic and foreign laws and regulations adversely affecting Hank’s business and results of operations; the impact of COVID-19; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
All information provided in this press release relating to Hank has been provided by management of Hank and has not been independently verified by management of the Company. As of the date of this press release, the Amendment has not been entered into and readers are cautioned that there can be no assurances that the Amendment will be executed. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 management information circular or 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 TSXV 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 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.