Toronto, Ontario–(Newsfile Corp. – August 10, 2020) – HIRE Technologies Inc. (TSXV: HIRE) (the “Company” or “HIRE”) announces that it is undertaking a non-brokered private placement (the “Offering”) of 9% unsecured convertible debentures (the “Convertible Debentures”) for gross proceeds of up to $2,250,000 to fund acquisitions and investments as well as for use as working capital to deliver on the Company’s strategic plan.
Simon Dealy, CEO of HIRE Technologies commented, “Given how strong and resilient the revenues of the company have sustained during the pandemic, I’m very pleased to be earmarking the funds from this proposed financing to our M&A growth program. The company has a strong watchlist and it is looking forward to continuing its efforts to consolidate and modernize the recruitment marketplace.”
The Convertible Debentures will have a maturity date of July 31, 2023 (the “Maturity Date”), will bear interest at 9.0% per annum, payable semi-annually in arrears, in cash or, at the option of the Company, in common shares of the Company (“Common Shares”) at a conversion price equal to the greater of the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) for 20 consecutive trading days ending on the date immediately preceding the payment date and the lowest price permitted by the TSXV (the “Interest Conversion Price”).
The holder may convert all or part of the Convertible Debentures into units (“Units”) at a conversion price of $0.30 per Unit (the “Unit Conversion Price”) at any time prior to the Maturity Date. Each Unit will be comprised of one Common Share and one common share purchase warrant (a “Unit Warrant”) with each Unit Warrant entitling the holder to purchase one Common Share at a price of $0.60 at any time prior to the Maturity Date. In addition, should the daily volume weighted average trading price of the Common Shares exceed $0.65 for a period of 10 consecutive trading days, the Company may, at its discretion, force the conversion of the Convertible Debentures into Units, at the Unit Conversion Price.
Upon any conversion of the Debentures, the Company may elect to pay all accrued and unpaid interest in Common Shares of the Company at the Interest Conversion Price.
The Company may pay eligible finders a fee consisting of (i) a cash payment equal to 7.0% of the gross proceeds raised from the Offering and (ii) non-transferable finders’ warrants entitling the holder to purchase that number of Common Shares as is equal to 7.0% of the gross proceeds of the Offering divided by a conversion price of $0.30 (the “Finder Warrants”). Each Finder Warrant is exercisable for one Common Share at a price of $0.30 per Common Share until 36 months after the closing date of the Offering (“Closing”).
The Convertible Debentures and Finder Warrants, and the Common Shares issuable upon conversion of the Convertible Debentures, Unit Warrants and Finder Warrants will be subject to a statutory hold period expiring on the date that is four months and one day after Closing.
Insiders and related parties of the Company may acquire Convertible Debentures under the Offering. Such participation may be considered to be “related party transactions” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for the Offering, insofar as it involves interested parties, is expected to exceed 25% of the Company’s market capitalization. In the event of participation of any director of the Company, such director shall disclose such participation and shall abstain from voting on the approval by the board of directors of the Company. The Company will not file a material change report 21 days prior to Closing because details will not be settled until shortly prior to Closing and the Company intends to complete the Offering as soon as commercially possible.
The Offering is subject to customary closing conditions including, but not limited to, the receipt of TSXV acceptance.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About HIRE Technologies Inc.
HIRE Technologies is building a network of staffing, IT and HR consulting firms. We help our partners navigate the changing world through growth solutions, focusing on digital transformation. Our partnership model emphasizes the identity and independence of our brands and provides the resources, support and expertise to take their businesses further. We offer valuable advice and insights to our clients while delivering innovative solutions, enhancing their HR teams, and connecting them with the best people for their business.
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