Clip Money Inc. (TSX-V: CLIP) (OTCQB: CLPMF) (“
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 a non-brokered private
placement of unsecured convertible notes (each a
“
Convertible Note”) of the Company for gross
proceeds of US$2,800,000 (the “
Financing”).
PeoplesBank subscribed for US$2,000,000 of the
Financing. In addition to PeoplesBank’s investment,
Cardtronics Inc. (“
Cardtronics”), a subsidiary of
NCR Atleos Corporation, invested US$800,000. Cardtronics is Clip
Money’s largest shareholder and also a strategic commercial partner
through the NCR Atleos Allpoint ATM network. Cardtronics continued
support highlights its confidence in the Clip Money solution and
team.
“We are thrilled with this investment from
PeoplesBank and NCR Atleos as we continue to grow our platform and
customer engagement. Their strategic investments underscore the
confidence they have in our mission to transform business cash
management. With their backing, we are better positioned to expand
our services and provide unmatched value to our customers.”
Joseph Arrage, Chief Executive Officer,
Clip Money Inc.
“At PeoplesBank, we are constantly striving to
deliver a Simple banking experience to our customers, and
implementing the best technology solutions is a large part of that
effort. We are proud to partner with Clip Money, as they lead the
charge in rethinking cash management for businesses, and our
investment reflects our belief in their business
model and the innovative value they bring to a wide range of
business customers.”
Brian Canina, President and COO,
PeoplesBank
“Our partnership with Clip Money aligns with our
corporate purpose to expand self-service financial access. We are
pleased to participate in this financing round and see it as an
important step in strengthening our collaborative efforts to drive
innovation and deliver exceptional value to the businesses we
service.”
Stuart Mackinnon, COO, NCR
Atleos
Each Convertible Note issued under the Financing
will be due and payable on the date that is 5 years from the date
hereof (the “Maturity Date”), and
will accrue simple interest at a rate of 13% per annum. The Company
will make quarterly interest payments in cash in satisfaction of a
portion of the interest that has accrued on the principal amount of
the Convertible Notes in each quarter. Each quarterly interest
payment will be equal to 50% of interest that has accrued onto the
principal amount of each Convertible Note in each quarter. The
principal amount of each Convertible Note outstanding on the
Maturity Date plus all interest accrued thereon that has not been
previously paid in connection with the quarterly interest payments
will be due and payable in full on the Maturity Date.
On the Maturity Date, payment of the principal
amount of each Convertible Note then outstanding will be satisfied,
at the holder’s sole discretion, through either (i) a cash payment
equal to the entirety of the principal amount of the Convertible
Note then outstanding, (ii) the issuance of that number of common
shares of the Company (each a “Common Share”)
equal to the entirety of the principal amount of the Convertible
Note then outstanding divided by CDN$0.55 (the “Conversion
Price”), or (iii) a combination of a cash payment and the
issuance of Common Shares at the Conversion Price subject to the
requirement that at least 50% of the principal amount of a
Convertible Note then outstanding must be converted into Common
Shares.
On the Maturity Date, payment of all accrued and
unpaid interest up to and including the Maturity Date that has not
been previously satisfied by way of the quarterly interest payments
will be satisfied, at the holder’s sole discretion, through either
(i) a cash payment equal to the entirety of all accrued and unpaid
interest up to and including the Maturity Date, (ii) the issuance
of Common Shares at the then prevailing market price of the Common
Shares on the TSX Venture Exchange (the “TSXV”),
subject to prior written approval of the TSXV, or (iii) a
combination of a cash payment and the issuance of Common Shares at
the then prevailing market price of the Common Shares on the TSXV,
subject to prior written approval of the TSXV.
Certain insiders of the Company have
participated in the Financing and subscribed for approximately
US$800,000 principal amount of Convertible Notes. Such
participation represents a related-party transaction under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions (“MI 61-101”), but
the transaction 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 transaction, nor the
consideration paid, exceed 25% of the Company's market
capitalization.
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.
All securities 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.
About Clip Money Inc.
Clip operates a multi-bank self-service deposit
system for businesses through its ClipDrop Boxes 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 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.
About PeoplesBank
About PeoplesBank: As a mutual
bank, PeoplesBank is responsible to its depositors,
employees and the community. This organizational structure allows
us to focus on the long-term viability of the bank and the best
interests of our customers. We have a unique ability to help the
communities we serve through volunteer efforts and millions of
dollars in donations to charitable and civic causes. Our associates
devote an average of 8,000 hours to volunteer work each year, and
48 of the bank’s officers serve on the boards of directors and
committees of 115 nonprofit organizations in the area.
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.
For further information, please contact:
Joseph ArrageChief Executive Officertel:
844-593-2547
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