GIVX Givex Corp

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

TORONTO, June 22, 2023 /CNW/ - Givex Corp. ("Givex" or the "Company") (TSX: GIVX) (OTCQX: GIVXF) announces that it has applied to the Toronto Stock Exchange (the "TSX") to extend the term of an aggregate of 11,000,000 common share purchase warrants (the "Warrants"), which were issued by the Company on November 25, 2021 in connection with a private placement concurrent with the Company's listing on the TSX (the "Go-Public Financing").  The current expiry date of the Warrants is November 25, 2023 and the new expiry date will be November 25, 2024.  Except as provided below in respect of warrants held by insiders of the Company (such insiders having acquired the Warrants under the Go-Public Financing), the warrant extensions will become effective on July 7, 2023.  All proposed warrant term extensions are subject to TSX approval and the Company has applied to the TSX for approval.

All other terms of the Warrants will remain unchanged, including the exercise price of $1.25.

A total of 183,330 of the Warrants are held directly or indirectly by insiders of the Company. The extension in respect of Warrants held by insiders and their ability to exercise the Warrants after November 25, 2023, will be subject to obtaining disinterested shareholder approval, which the Company intends to seek at the annual general and special meeting of shareholders of the Company in early Spring, 2024.  In the event that shareholder approval is not obtained, the Warrants held by insiders will terminate and be null and void effective November 25, 2023.

The extensions of the warrants held by insiders of the Company constitute related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Go-Public Financing by each insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company does not intend to file a material change report in respect of the extensions.

The world is changing. Givex is ready. Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 122,000+ active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides Gift Cards, GivexPOS, Loyalty Programs and more, creating growth opportunities for businesses of all sizes and industries. Learn more about how to streamline workflows, tackle complex challenges and transform data into actionable insights at www.givex.com.

Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of the Company, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. Such statements relate to, among other things, the extension of the Warrants and the approval of the TSX for the extension of the Warrants.  These statements reflect the Company's current views regarding future events and operating performance, are based on information currently available to the Company, and speak only as of the date of this press release. Although the Company believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, undue reliance should not be placed on these forward-looking statements, which are not guarantees and are subject to certain risks, uncertainties and assumptions, which may cause actual performance and financial results to differ materially from such forward-looking statements. The forward-looking statements included in this press release are made only at the date of this press release and, except as required by applicable securities laws, the Company does not undertake to publicly update such forward-looking statements to reflect new information, future events or otherwise.

SOURCE Givex