Toronto, Ontario--(Newsfile Corp. - October 22, 2026) - Clip Money Inc. (TSXV: CLIP) ("Clip Money" or the "Company"), a company that operates a multi-bank self-service deposit system for businesses, is pleased to announce the closing of the second tranche of a non-brokered private placement, pursuant to which it has issued 6,177,028 common shares in the capital of the Company ("Common Shares") at a price of CAD$0.144 per Common Share for gross proceeds of USD$628,438.33 (or CAD$889,491.61, based on a CAD/USD exchange rate of USD$1 = CAD$1.4154) to 18 investors, including six who are insiders of the Company (the "Financing").
The Financing represents a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but 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 transactions nor the consideration paid exceeds 25% of the Company's market capitalization.
All Common Shares to be issued in connection with the Financing are subject to a statutory hold period of four months plus a day from the date hereof in accordance with applicable securities legislation in Canada and the requirements of the TSX Venture Exchange.
The Company intends to use the net proceeds from the Financing for network expansion and customer acquisition, new unit capital expenditures, business operations and technology and for general corporate purposes.
There was no finder's fee paid in connection with the Financing. Completion of the offering is subject to the approval of the TSX Venture Exchange.
Early Warning Disclosure Regarding Abou-Arrage 2019 Family Trust
In connection with closing of the Financing, Joseph Arrage, Chief Executive Officer and a director of the Company, acquired Common Shares at a price of CAD$0.144 per Common Share pursuant to the terms of a subscription agreement.
At the time of the Abou-Arrage 2019 Family Trust's (the "Trust") last report filed on May 25, 2022, the Trust, together with its joint actors, beneficially owned, directly or indirectly, 15,783,081 Common Shares, representing approximately 23.83% of the Common Shares issued and outstanding at that time. Following closing of the Private Placement, the Trust, together with its joint actors, beneficially owns, directly or indirectly, (i) 16,218,839 Common Shares, (ii) a convertible note in the principal amount of CAD$257,874 (the "Arrage Convertible Note") that is convertible into 644,685 Common Shares, in whole or in part, at the option of Joseph Arrage, based on the principal amount of the Arrage Convertible Note divided by the conversion price of CAD$0.40, (iii) 340,419 common share purchase warrants (the "Warrants") exercisable for 340,419 Common Shares, and (iv) 413,333 restricted share units (the "RSUs") exercisable for 413,333 Common Shares, representing approximately 12.56% of the issued and outstanding Common Shares of Clip Money on a non-diluted basis and approximately 13.50% of the issued and outstanding Common Shares of Clip Money on a partially diluted basis assuming the full conversion of the Arrage Convertible Note and the full exercise of the Warrants and RSUs.
The securities of Clip Money are being held by the Trust and its joint actors for investment purposes and the Trust and its joint actors will evaluate their investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease their shareholdings through market transactions, private agreements, or otherwise.
This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the early warning report to be filed by the Trust in connection with the transactions described above will be available on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of such reports may also be obtained by contacting Joseph Arrage by telephone at 844-593-2547 or by email at jarrage@clipmoney.com. The Company's registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7.
Forward-Looking Statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the receipt of the approval of the TSX Venture Exchange.
The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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.
About Clip Money Inc.
Clip operates a multi-bank self-service deposit system for businesses through the Clip Money network 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, ClipATM, or ClipCenter 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 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 Arrage
Chief Executive Officer
tel: 844-593-2547
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320334
