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TORONTO, Nov. 24,
2023 /CNW/ - Givex Corp. ("Givex" or the
"Company") (TSX: GIVX) announces that it has applied to the
Toronto Stock Exchange (the "TSX") to extend the term of an
aggregate of 1,455,467 compensation options of the Corporation
(the "Compensation Options"), with each Compensation Option
being exercisable to acquire one unit of the Corporation at a price
of $1.00 per unit comprised of one
common share of the Corporation and one-half of one Compensation
Warrant (as defined below) and 147,500 common share purchase
warrants of the Corporation (the "Compensation Warrants"),
with each Compensation Warrant being exercisable to acquire one
common share of the Corporation at a price of $1.25 per share, which were issued by the Company
on between November 12, 2021 to
November 25, 2021 as finders' fees 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 Compensation Options and the
Compensation Warrants is November 25,
2023 and the new expiry date will be November 25, 2024. Except as provided below
in respect of Compensation Warrants held by insiders of the Company
(such insiders having acquired the Compensation Warrants under the
Go-Public Financing), the extensions will become effective on
December 11, 2023. All proposed
term extensions are subject to TSX approval and the Company has
applied to the TSX for approval.
All other terms of the Compensation Options and Compensation
Warrants will remain unchanged, including their respective exercise
prices.
A total of 6,750 of the Compensation Warrants are held
indirectly by an insider of the Company. The extension in respect
of Compensation Warrants held by the insider and their ability to
exercise the Compensation 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 Compensation 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.
About Givex
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 128,000+
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.
Disclaimer for Forward-Looking
Statements
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 Compensation Options and
Compensation Warrants and the approval of the TSX for the extension
of the Compensation Options and Compensation 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