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TORONTO – (BUSINESS WIRE) – Advantex Marketing International Inc. (CSE: ADX) (“Advantex“), A leader in cash advance and loyalty products for merchants, today announced that the Ontario Securities Commission (“CSO“) issued an order dated February 25, 2021 partially revoking (the”Partial revocation order“) the cease trade order for failure to file issued against Advantex on November 1, 2019 (the”FFCTO) For failing to file certain pending continuous disclosure documents in a timely manner.
The Company has applied for the Partial Revocation Order to complete a financing (the “”Funding“) whereby, through its managed accounts and principals, Generation IACP Inc. (“GIACP”) And Generation PMCA Corp. (“GPMCA“And with the GIACP,”Generation”) Will subscribe for $ 200,000 Advantex senior secured non-convertible debentures bearing interest at 9% per year and maturing on December 31, 2025 (“New debentures“) and Kelly Ambrose (“Ambrose”), President and Chief Executive Officer of Advantex and Director, will subscribe for $ 50,000 of the New Debentures. The new debentures are on the same terms and rank pari passu with senior secured non-convertible debentures (“Existing debentures”) Bearing interest at 9% per year and expiring on December 31, 2021. The FFCTO continues to apply in all other respects. The New Debentures will be acquired for investment purposes only and each of Generation and Ambrose reserves the right to acquire additional securities or dispose of securities of Advantex at market conditions once the FFCTO has been revoked. Funding is expected to be completed on or around March 2, 2021.
The proceeds of the Funding will be used to pay: (i) the preparation and filing of outstanding continuous disclosure documents and late filing fees with applicable regulatory authorities; (ii) legal costs incurred in connection with the Partial Revocation Order, the revocation of the FFCTO and the Funding; (iii) operating and general administration costs; (iv) payment of accounts payable incurred in the normal course of business; and (v) partial financing of its Merchant Cash Advance activity, while public health restrictions are gradually being relaxed in Canada. Once these deposits have been made, the Company will request a complete revocation of the FFCTO.
Prior to the completion of the Financing, each investor will receive a copy of the FFCTO and the Partial Revocation Order and provide an acknowledgment to Advantex that all securities of Advantex, including New Debentures issued under the Financing, will remain subject to the FFCTO until this order is fully revoked, and the granting of the partial revocation order by the OSC does not guarantee the issuance of a full revocation order in the future. In addition, in accordance with applicable securities legislation, the New Debentures issued in connection with the Financing are subject to a hold period of four months and one day from the date of their issuance.
Advantex has previously obtained the required consents from the holders of the existing debentures to complete the financing.
Since the Funding is a related party transaction in accordance with Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101”), Advantex relied on the financial hardship exemption from the formal assessment and minority approval requirements of such an instrument.
Considering the serious financial difficulties of Advantex, the significant financial risk incurred by Generation and Ambrose in the circumstances as well as the lack of funding alternatives available while the FFCTO is in force and the adverse effects of the Covid-19 pandemic on Its business, the independent directors have unanimously determined that the Funding will improve Advantex’s financial position and allow it to continue operating as the public health situation improves and restrictions imposed on its participating merchants. are being gradually relaxed across Canada, and that the terms of the Funding are reasonable in the circumstances. The independent directors have also determined that the structure of the Funding should allow Advantex to obtain a complete revocation of the FFCTO while continuing its operations and maintaining its customer base. Mr. Ambrose withdrew from all board discussions regarding funding and abstained from voting on this matter. No prior valuation has been made in the preceding 24 months in respect of Advantex that relates or is otherwise relevant to the financing, the existence of which is known after reasonable investigation by Advantex and its directors and senior officers. . The independent directors have also determined that, since a portion of the financing proceeds will be used for the preparation and filing of outstanding continuous disclosure documents and late filing fees with applicable regulatory authorities as well as for the request complete revocation of the FFCTO, it is necessary and reasonable in the circumstances to complete the Funding and to issue this press release and related material change report less than 21 days before the Funding is completed, as permitted in Section 5.2 (2) of Regulation 61-101.
Following the press release issued by Advantex on December 24, 2020 and given the regulatory complications and delays related to the financing initially proposed to shareholders for approval, Advantex, Generation and Ambrose have decided not to continue this financing for the time being. Instead, the independent directors of Advantex, Generation and Ambrose have agreed that the issuance of the new debentures in order to allow Advantex to continue to operate while it strives for a complete revocation of the FFCTO will allow Advantex to seek and consider other financing solutions at the same time. The independent directors and management of Advantex are aware that, given the FFCTO and the serious financial difficulties facing Advantex, there is no guarantee that other funding alternatives will be available for Advantex once the FFCTO is revoked. or not at all.
About Advantex Marketing International Inc.
Advantex provides working capital to traders. Advantex also offers specialized marketing programs that allow Aeroplan members to accumulate Aeroplan points at participating merchants.
Advantex shares trade on the Canadian Securities Exchange under the symbol ADX. For more information visit the Advantex profile at www.sedar.com
This press release contains “forward-looking statements” within the meaning of applicable securities laws relating to the future activities and operations of Advantex. Actual results and developments may differ materially from those contemplated by these statements. The activities and operations of Advantex described herein depend on a number of factors and are subject to a number of risks and uncertainties. Factors that could cause actual results to differ materially include, but are not limited to, changes in the economic and competitive conditions of Advantex, including, but not limited to, the industry sectors in which Advantex operates.
The statements contained in this press release are made as of the date of this press release. Forward-looking statements are made based on the beliefs, estimates and opinions of management at the date the statements are made and Advantex does not undertake to update any forward-looking statements if such beliefs, estimates and opinions or other circumstances were to change, unless required by law.
For more information:
Vice President and Chief Financial Officer
Phone. : 416-560-5173
Email: [email protected]
Source: Advantex Marketing International Inc.