TORONTO, Feb. 20, 2019 /CNW/ - Globalive Technology Inc.
(TSX-V: LIVE) (the "Company"), a technology company focused on
developing innovative payment, billing and credit solutions for
consumers and businesses, today provided an update on its
previously-disclosed call right, from Globalive Capital Inc.
("GC"), over GC's wholly-owned subsidiary, 2629331 Ontario Inc.
("262"). 262 is the controlling shareholder of FLX Holding Corp.
("FLX"), the parent company of Flexiti Financial Inc. ("Flexiti").
Flexiti is a leading fintech point-of-sale lender in Canada with over 1 million customers and more
than $250 million in loan
receivables.
In a press release dated January 9,
2019, the Company announced that it is exercising a call
right to acquire 100% of, and amalgamate with, 262 (the
"Transaction"). Consummation of the Transaction is subject to
certain conditions, including approval of the TSX Venture Exchange
("TSX-V"), minority shareholder approval in accordance with
Multilateral Instrument 61-101, and the Company or Flexiti
successfully raising adequate equity financing.
The Company is focusing on such financing, and on preparing the
required financial statements and other disclosure that is required
to be submitted to the TSX-V and included in the management
information circular that will be mailed to its shareholders.
The Company will provide further updates on its progress in the
coming weeks, as appropriate.
While work continues, the Company has taken certain steps to
preserve the value of the Transaction going forward. FLX is
completing a rights offering for Series 2 Class B Preferred Shares,
which were offered to existing shareholders under a pre-emptive
right in its unanimous shareholders agreement ("Flexiti Rights
Offering"). These shares are priced at $0.14/share and are convertible into common
shares of FLX. The Company is participating for its approximately
1.5% pro rata share (up to $225,000) of the Flexiti Rights Offering.
In addition, the Company is making a $3,000,000 loan to 262 to allow it to participate
in the Flexiti Rights Offering. The loan does not bear interest but
is repayable on demand and is secured by a first-ranking security
interest over any securities issued to 262 in the Flexiti Rights
Offering using the proceeds of the loan.
The Company, 262 and GC are related parties due to the direct or
indirect ownership and/or control of the majority of the voting
shares of each company, and due to the appointment of Anthony Lacavera as a director and officer of
each company (who recused himself from the discussions of and
voting by the board of directors on the transactions involving the
Company, its loan to 262 and its participation in the Flexiti
Rights Offering). While these are related party transactions under
MI 61-101, they are exempt from the minority shareholder approval
requirement as they involve consideration of less than 25% of the
market capitalization of the Company and are exempt from the
valuation requirement as the Company's shares are listed on the TSX
Venture Exchange.
About Globalive Technology Inc.
Globalive Technology
is a next generation software company and venture partner
developing innovative solutions to disrupt traditional industries
by leveraging artificial intelligence and machine learning
technology stacks, with a particular focus on delivering innovative
payment, billing and credit solutions. Globalive Technology is
controlled by Globalive Capital Inc. which has founded and
co-founded 12 businesses over the past 20 years with 6 successful
exits ranging from $10M to
$1.3B USD. It has also made over 100
venture investments and has over 45 technology companies in its
portfolio. For more information, visit www.globalivetech.com.
About Flexiti Financial Inc.
Flexiti has reimagined
point-of-sale (POS) consumer financing to drive sales for retailers
in-store and online and is one of Canada's leading private label credit card
issuers. Through its award-winning platform, Flexiti delivers a POS
financing experience across any device that is customer-centric,
simple and intuitive. Without the need to integrate into existing
POS systems, retail partners can easily offer the same fast and
paperless financing solution across all retail locations and sales
channels to increase revenue and build loyalty through repeat
purchases. Flexiti's joint venture with Globalive Technology
demonstrates its commitment to innovation in the payments space
through the development of solutions leveraging artificial
intelligence. With high approval rates, innovative products and
services, flexible promotional offers and a partnership-first
approach, Flexiti is helping people improve their lives through
better financing.
For investor inquiries: Melanie
Barbeau
Account Manager, Renmark Financial Communications
InvestorRelations@globalivetech.com
For media inquiries:
Rob Moysey
Communications Manager, Globalive
Media@globalivetech.com
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements
relating to the Company, its exercise of the call right to acquire
control of Flexiti, its participation in the Flexiti Rights
Offering, its loan to FLX and other matters, as well as
forward-looking statements about 262, FLX and Flexiti, their
participation in the Flexiti Rights Offering, their products,
services and financial performance, and other matters pertaining to
each of them. Such forward-looking statements are identified by
terms such as "will", "if", "is exercising", "subject to",
"anticipated", "are expected to" and similar expressions. All
statements, other than statements of historical fact included in
this release, including those noted above, are forward-looking
statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's expectations
include an inability to consummate the Transaction; failure to
satisfy the necessary conditions to the Transaction including TSX-V
approval, shareholder approval or raising adequate financing; a
material change in 262, FLX or Flexiti's respective businesses; a
breakdown in the Company's relationship with 262, FLX or Flexiti;
Flexiti not performing in accordance with expectations or
historical trends; difficulties integrating Flexiti into the
Company's existing management and administrative structure;
difficulties raising capital and/or meeting the requirements for
investors to provide capital; FLX being unable or unwilling to
complete the Flexiti Rights Offering; FLX raising a different
amount of aggregate capital than anticipated in the Flexiti Rights
Offering; 262 being unable to repay the loan made by the Company;
the Company being unable to realize on its security from 262 in
respect of the loan; changes in the value of the security given by
262 to its secured creditors, and other risks as set out in the
Company's Filing Statement available on its SEDAR page at
www.sedar.com.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to
be incorrect. Events or circumstances may cause actual results to
differ materially from those predicted as a result of
numerous known and unknown risks, uncertainties, and other
factors, many of which are beyond the control of the
Company. The Company cannot guarantee that any of the
forward-looking statements contained in this press release will
occur as disclosed herein or at all. The reader is cautioned not to
place undue reliance on any forward-looking information.
Such information, although considered reasonable by
management at the time of preparation, may prove to be
incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will only
update or revise publicly the included forward-looking statements
as expressly required by Canadian securities law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Globalive Technology