TORONTO, ON / ACCESSWIRE / September 30, 2021 – HIRE Technologies Inc. (TSX-V: HIRE) (“HIRE” or the “Company”), a company focused on modernizing and digitizing human resources solutions, announces the closing of the second tranche of a non-brokered private placement offering for gross proceeds of $2,836,100 (the “Offering”). Including the first tranche financing that closed on August 27, 2021, the Company issued a total of 16,120,378 units at $0.30 per unit for aggregate gross proceeds of $4,836,100, exceeding the initial financing target of $3,000,000. Insiders subscribed for $538,053 or 11% of the last two tranches.
“Today we have a solid foundation with seven established brands in Canada and the US, with strong year-over-year organic growth of 44% for Q2-2021, exceeding industry growth rates,” said Simon Dealy, HIRE’s CEO. “With a stronger balance sheet, we are well-positioned to continue improving operations and accelerating revenue growth across our portfolio. As we move forward, we will be selective and measured when evaluating new opportunities to create long-term value for our shareholders.”
HIRE intends to use the net proceeds from the Offering primarily for general corporate purposes, including investor relations, marketing and brand awareness, as well as for identifying, assessing and executing future strategic opportunities.
Of the gross proceeds of the Offering, which consisted of 9,453,667 units at $0.30 per unit, $2,531,100 was completed on September 29, 2021 and an additional $305,000 is in process and scheduled to be completed on Friday, October 1, 2021. Each unit is comprised of one common share and one-half of one share purchase warrant with each whole warrant (a “Warrant”) exercisable for one HIRE common share for a period of 24 months at $0.45 per common share (the “Warrant Exercise Price”).
In consideration for introducing certain subscribers to the Offering, the Company paid finders’ fees (“Finders’ Fees”) to certain eligible persons (each, a “Finder”). The Finders’ Fees are comprised of: (i) an aggregate of 714,774 non-transferable finders’ warrants (the “Finders’ Warrants”), representing 8% of the Units subscribed for by subscribers referred by the Finders; and (ii) a cash payment in the aggregate amount of $214,432, representing 8% of the gross proceeds raised from subscribers referred by the Finders. Each Finder Warrant is exercisable for one HIRE common share at a price of $0.30 per HIRE common share for a period of 24 months from the date of issue.
The placement to the Insiders 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 Insiders’ 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 Insiders, 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.
Pursuant to applicable securities legislation, the securities issued in connection with the Offering are subject to a hold period of four months and one day from closing. Should the daily volume weighted average trading price of the HIRE common shares on a recognized exchange exceed $0.70 for a period of 20 consecutive trading days, the Company may exercise an acceleration right (the “Acceleration Right”) such that the new expiry date of the Warrants will be the 30th day following the date of issuance of a news release announcing the exercise of the Acceleration Right. The Offering satisfies the subsequent financing condition of $1,000,000 under the loan agreement entered into with FirePower Capital as disclosed in the Company’s news release dated August 30, 2021.
HIRE is updating the disclosure made in the Company’s news release dated August 30, 2021. In consideration for introducing certain subscribers to the offering which closed on August 27, 2021, the Company paid finders’ fees comprised of an aggregate of $57,810 and 192,698 non-transferable finders’ warrants.
The Offering remains subject to the final approval of the TSXV.
About HIRE Technologies Inc.
HIRE is investing in and shaping the future of human resource management with a technology- first focus, by consolidating and modernizing the staffing marketplace. The Company owns and operates staffing firms as well as platform technology that it uses to help those firms become more technologically advanced. The Company is a disciplined capital allocator due to its technology DNA and extensive experience in building and growing staffing companies of all types. HIRE has a large recurring revenue base and helps clients manage change in the workplace in order to achieve success. For more information, visit www.hire.company.
Simon Dealy, Chief Executive Officer
Caroline Sawamoto, Investor Relations
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 news release.
This news 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 the completion of the balance of the Offering, HIRE’s business prospects, future trends, plans, strategies, and revenue growth, HIRE’s acquisition strategy, availability of future financing and regulatory approvals. 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”, “anticipate” 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. 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. 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 Q2-2021 MD&A and its continuous disclosure record available on SEDAR. Such cautionary statements qualify all forward-looking statements made in this news 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.