TORONTO, Dec. 9, 2022
/CNW/ - Fintech Select Ltd. ("Fintech Select" or the
"Company") (TSXV: FTEC) is pleased to announce that it has
entered into a loan agreement with Mr. Mohammad Abuleil, the Chief Executive Officer of
Fintech Select ("Mr. Abuleil"), evidenced by a secured
promissory note dated November 30,
2022 in favour of Mr. Abuleil for a principal sum of
$369,662.00 (the "Promissory
Note"). The Promissory Note represents a formal documentation
of Fintech Select's debt obligation for funds advanced by Mr.
Abuleil to Fintech Select throughout the calendar year of 2022 to
cover corporate expenses such as general working capital and to
retire corporate liabilities. The Promissory Note matures on
the date that is one (1) year from the date of the Promissory Note
and will not accrue interest for a total of 6 months from the date
of the Promissory Note and, thereafter, will accrue interest at a
rate equal to the prime commercial rate of interest charged by the
Toronto Dominion Bank. Under the Promissory Note, the Company will
grant a registrable general security to Mr. Abuleil with respect to
the principal amount plus interest applicable (as aforementioned)
and on terms deemed customary and appropriate by the independent
members of the board of directors of the Company at the advice of
counsel.
Given Mr. Abuleil is an officer and director of the
Company, he is a "related party" to Fintech
Select within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). As such, the Promissory
Note is considered a "related party transaction" within the
meaning of MI 61-101. However, under MI 61-101, the Promissory Note
does not require a formal valuation under MI 61- 101 as Section
5.5(c) does not require such for transactions falling under
category "j", where an issuer "borrows money from or lends money
to the related party, or enters into a credit facility with the
related party". Similarly, MI 61-101 does not require that the
Company seek minority shareholder approval for the Promissory Note,
as the note falls under Section 5.7(1)(b) as a distribution of
securities of the Company for cash and where a) no securities of
the Company trade on the Toronto Stock Exchange, Aequitas NEO
Exchange Inc., the New York Stock Exchange, the American Stock
Exchange, the NASDAQ Stock Market, or a stock exchange outside of
Canada and the United States other than the Alternative Investment
Market of the London Stock Exchange or the PLUS markets operated by
PLUS Markets Group plc, b) neither the fair market value of the
securities to be distributed in the transaction nor the
consideration to be received by the lender pursuant to the
Promissory Note exceeds $2,500,000, c) the Company has one or more
independent directors who are not employees of the Company, and d)
both such independent directors approve the Promissory Note.
No additional insiders or related parties of the Company
participated in the Promissory Note, nor were any new insiders or
control persons created in connection therewith. The Promissory
Note was reviewed and unanimously approved by independent
members of the Company's Board of Directors. No special committee
was created because the Promissory Note was unanimously
approved by independent members of the Board of Directors, who form
a majority thereon, and the terms of the Private
Placement were within the applicable requirements of the TSX
Venture Exchange (the "TSXV").
About Fintech Select Ltd.
Fintech Select is a provider of robust and disruptive
Pre-Paid Card programs and e-wallet payment solutions. Fintech
Select has enabled these core assets which operate through separate
divisions to work together harmoniously to create a new and
ubiquitous environment for consumers and businesses
alike. Fintech select also operates an international
call centre that provides fulfillment and customer service support
to customers across all the company's platforms. Our mission is to
provide customers with choice, convenience and cost-effective ways
to facilitate traditional and crypto financial
transactions.
Follow us on:
https://www.facebook.com/FintechSelect
https://twitter.com/fintech_select
https://www.instagram.com/fintechselect
https://www.linkedin.com/company/fintechselect/
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking
Information:
This news release contains "forward-looking information"
within the meaning of applicable securities laws. Readers are
cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially
from those contemplated by these statements including the Company's
ability to abide by the terms of the Promissory Note. The
statements in this press release are made as of the date of this
release. Fintech undertakes no obligation to comment on analyses,
expectations or statements made by third-parties in respect of its
securities, financial or operating results (as applicable) or
prospects as to the effective implementation of strategies or
initiatives or future revenue levels. Fintech disclaims any intent
or obligation to update publicly any forward-looking information,
whether as a result of new information, future events or results or
otherwise, other than as required by applicable securities
laws.
SOURCE Fintech Select Ltd.