VANCOUVER, BC / ACCESSWIRE / November 19, 2021 / Final Bell Holdings International Ltd. (the "Company") is pleased to announce today that it has closed on a $13 million non-brokered private placement financing through the issuance of 13,000 units of the Company (the "Units") comprised of senior secured convertible notes due 2022 (the "Notes") and contingent share purchase warrants (the "Warrants") pursuant to the terms of a trust indenture (the "Trust Indenture") with an institutional trustee, as note trustee and collateral agent (the "Trustee") and a warrant indenture with an institutional agent, respectively. The Notes are guaranteed by Final Bell Holdings Inc. ("FBH"), various affiliates of FBH and Final Bell Canada Inc. (collectively, the "Final Bell Group" and each a "Final Bell Group Member") and secured by a first ranking security interest in substantially all of the Company's and the Final Bell Group's assets.
The Company intends to use the net proceeds of the issuance to on-lend to one or more Final Bell Group Members not less than the aggregate amount of $11.5 million from such proceeds and use the balance of such proceeds for general corporate purposes. All Notes and Warrants are subject to statutory hold periods expiring four months and one day from the date of issuance, pursuant to applicable Canadian securities laws.
The Notes have a maturity date of May 17, 2022 (the "Maturity Date") and will bear interest from and including the date of execution of the Trust Indenture at a rate of 8.0% per annum, payable in arrears on the earlier of the Maturity Date and the date the principal of and interest on all Notes then outstanding and all other monies outstanding under the Trust Indenture become due and payable. The Notes may be converted, at any time prior to the Maturity Date, on the terms and conditions set out in the Note, into common shares of the Company (the "Common Shares") or, after a reorganization of the Company's share capital (the "Share Reorganization") pursuant to which the Common Shares will be reclassified to become Class A subordinate voting shares of the Company (the "SV Shares"), SV Shares.
Each whole Warrant is exercisable, subject to and on the terms and conditions set out in the Warrant, to purchase a certain number of Common Shares or, after the Share Reorganization, SV Shares (the "Warrant Shares") at an exercise price of $1.65 per Warrant Share, subject to adjustment, for a period of 3 years from the date of completion of the acquisition by the Company of all of the shares of FBH pursuant to the terms of the share exchange agreement dated October 12, 2021 among the Company, certain shareholders and FBH.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.
For further information please contact:
Kay Jessel
Chief Executive Officer
604.365.6099
finalbell.hi@gmail.com
Forward-Looking Information
This press release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur and in this press release include statements respecting the expected use of proceeds from the issuance of Units. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, opinions or assumptions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
SOURCE: Final Bell Holdings International Ltd.
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