TORONTO, March 28, 2019 /CNW/ - Hope Well Capital Corp. ("Hope Well") (TSX VENTURE: HOPE.P), a capital pool company, announce that, further to Hope Well's press releases of March 22, 2019, it received a notice of termination from Payfare Inc. ("Payfare") on March 27, 2019 terminating the proposed qualifying transaction (the "Transaction") between Hope Well and Payfare.
Payfare claimed that Payfare had determined the proposed offer from an unidentified party to acquire Payfare set out in a non-binding letter of intent sent by Payfare to Hope Well on March 15, 2019 (the "Alternative Offer") constituted a Super Merger Proposal under the second amended and restated amalgamation agreement for the Transaction dated as of March 4, 2019 (the "Amalgamation Agreement"). Payfare also claimed it had given a valid notice to Hope Well on March 20, 2019 to match the terms of the Alternative Offer. Payfare claimed that it terminated the Transaction because Hope Well had not matched the terms of the Alternative Offer.
Hope Well disputes Payfare's claims and believes that Payfare's termination of the Transaction constitutes a breach of the Amalgamation Agreement by Payfare. Hope Well is evaluating available legal remedies with respect to Payfare's non-compliance with the Amalgamation Agreement.
ABOUT HOPE WELL
Hope Well is a capital pool company (CPC) formed under the TSXV's CPC program. Hope Well's common shares will remain halted until Hope Well satisfies the requirements of the TSXV for resuming the trading of the Hope Well shares or until completion of the a qualifying transaction.
Completion of the Transaction is subject to a number of conditions including, but not limited to, due diligence, TSXV acceptance and if required by TSXV policies, majority of the minority shareholder approval. 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 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 TSX VENTURE EXCHANGE INC. 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 TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction, the financings and associated transactions, including statements regarding the terms and conditions of the Transaction, financings and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the financings and associated transactions, that the ultimate terms of the Transaction, the financings and associated transactions will differ from those that currently are contemplated, and that the Transaction, the financings and associated transactions will not be successfully completed for any reason. The statements in this news release are made as of the date of this release. Hope Well undertakes no obligation to update any such forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements.
SOURCE Hope Well Capital Corp.
For further information: Hope Well, Sheldon Kales, Director, Phone: 647 388 1117, E-mail: [email protected]