Toronto, Ontario–(Newsfile Corp. – August 24, 2020) – Hire Technologies Inc. (TSXV: HIRE) (the “Company” or “HIRE“) is pleased to announce that it has closed its non-brokered private placement offering (the “Offering“), initially communicated in a news release dated August 10, 2020, of 9% unsecured convertible debentures (the “Convertible Debentures“) for aggregate gross proceeds of $2,419,000.
Simon Dealy, CEO of HIRE Technologies commented: “We had overwhelming interest for this round of financing, including from our board of directors and officers. The proceeds will help us fund additional acquisitions, make strategic investments, and provide working capital to our operating companies, putting us in a good place to execute on our strategy for the remainder of 2020. The staffing market is proving resilient and we are positioned for further growth despite uncertainty in the markets.”
The Convertible Debentures 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 on the TSXV exceed $0.65 for a period of 10 consecutive trading days, the Company may, at its discretion, force the conversion of all of the Convertible Debentures into Units, at the Unit Conversion Price. Upon any conversion of the Debentures, the Company may elect to pay all or any portion of accrued and unpaid interest in Common Shares of the Company at the Interest Conversion Price.
In consideration for introducing certain subscribers to the Offering, the Company paid finders’ fees (the “Finders’ Fees“) of: (i) an aggregate of 508,970 non-transferable finders’ warrants (the “Finders’ Warrants“); and (ii) a cash payment in the aggregate amount of $152,691 (representing 7.0% of the gross proceeds raised from subscribers introduced by eligible finders). Each Finder Warrant is exercisable for one Common Share at a price of $0.30 per Common Share until 36 months after the date of issue.
All securities issued in connection with the Offering will be subject to a four-month and one day hold period from their date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Company intends to use the proceeds from the Offering for to fund acquisitions and investments as well as for use as working capital to deliver on the Company’s strategic plan.
Certain directors, officers and other Insiders of the Company (“Interested Parties“) participated in the Offering, which participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the proceeds of the Offering, insofar as it involves Interested Parties, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of Interested Parties had not been confirmed at that time.
The securities offered 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 or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company is pleased to announce it has granted an aggregate of 1,423,000 stock options (each, an “Option”) to three directors, three officers, one of whom is a consultant, and fifteen employees for the purchase of up to an aggregate of 1,423,000 Common Shares. Each Option is exercisable for a period of five years at an exercise price of $0.39 per Common Share. Common Shares issuable upon the exercise of the Options granted to the three directors and three officers will be subject to a TSX Venture Exchange hold period of four months and one day from the date of grant of the Options.
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 places an emphasis on preserving the identity and independence of what our partners have built while providing them with the resources and support to take their businesses further.
For further information, please contact:
Neither the TSXV 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 press release.
Forward Looking Information
This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to hereafter as “forward-looking statements”) within the meaning of applicable Canadian securities legislation.
All statements that address activities, events or developments that HIRE expects or anticipates will, or may, occur in the future, including statements about HIRE’s business prospects, future trends, plans, strategies, including, in particular, information concerning the Private Placement, the Increased Non-Brokered Offering, the receipt of approval from the TSX Venture Exchange, and HIRE’s acquisition strategy and the expected benefits thereof, are forward-looking statements. In some cases, forward-looking statements are preceded by, followed by or include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “proposes”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words.
Although the management of HIRE believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement herein will prove to be accurate.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of HIRE to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and include statements regarding closing of the Private Placement, the Increased Non-Brokered Offering, the use of proceeds and future plans or prospects of the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Such factors include, among others: risks related to the recent outbreak of COVID-19, which may have material adverse effects on the global financial markets, and its business, financial position, financial performance, and cash flows; the impact on the business of broader economic factors; alignment of HIRE’s’ cost structure with revenue; HIRE’s limited operating history and needs for additional capital; uncertainty relating to liquidity and capital requirements; risks inherent in HIRE’s acquisition strategy; HIRE may not be able to obtain financing necessary to implement HIRE’s business plan; HIRE may not be able to obtain access to technology necessary to compete in the recruiting industry; HIRE operates in a highly competitive industry and may be unable to retain clients or market share; barriers to client portability are low; reliance on key management; and compliance with financial reporting and other requirements as a public company. Additional risks and uncertainties applicable to the Company, as well as trends identified by the Company affecting it and the staffing industry can be found in the Company’s continuous disclosure record available on SEDAR.
Such cautionary statements qualify all forward-looking statements made in this press release. HIRE undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.