Toronto, ON: EQ Inc. (TSXV: EQ) (the “Corporation”), a leading North American location and behaviour data intelligence company, is pleased to announce a debt financing of $1,534,000 non-convertible secured promissory notes (the Promissory Notes) to certain arms length and non-arms length lenders. The Corporation intends to close the financing on February 19, 2018. The Promissory Notes will bear interest at a rate of 10% per annum, calculated annually, and will mature eighteen months from the date of issuance.
The lenders will receive up to 2,300,578 non-transferable warrants (the Bonus Warrants), with each Bonus Warrant being exercisable for a period of eighteen months from the date of issuance for one common share of the Corporation (a Bonus Share) at an exercise price of $0.60 per Bonus Share. All Bonus Shares will be subject to a hold period for four months from the date of issuance of the Bonus Warrants in accordance with applicable securities law.
The Promissory Notes and the Bonus Warrants remain subject to the final acceptance of the TSX Venture Exchange (the TSX-V).
The Corporation expects to use the proceeds from the issuance of the Promissory Notes to refinance a portion of its currently outstanding non-convertible secured promissory notes (the Existing Promissory Notes) and for working capital requirements. Upon completion of the financing, the Company will have reduced its debt and interest obligations by 40% and will have approximately $2.3 million of Promissory Notes and Existing Promissory Notes issued and outstanding.
An aggregate of $772,710 of the Promissory Notes were purchased by non-arms length lenders, being Vernon Lobo, the Chairman and a director of the Corporation, Geoffrey Rotstein, the President, Chief Executive Officer and a director of the Corporation, and Dilshan Kathriarachchi, the Chief Technology Officer of the Corporation.
The issuance of the Promissory Notes and the Bonus Warrants constitutes a related party transaction under Multilateral Instrument 61-101 Protection of Minority Holders in Special Transactions (MI 61-101). The Corporation is relying, however, on an exemption from the valuation and minority voting requirements of MI 61-101.
About EQ Works
EQ Works (eqworks.com) provides a smarter way to target customers using Location Behaviour. Using first-party, location-based behaviour signals, advanced data analytics, and proprietary software, EQ Works creates and targets customized, performance-boosting audience segments. Proprietary algorithms and data, combined with Artificial Intelligence, generate attribution models that connect consumer behaviour in the physical world to behaviour in the digital world, helping solve complex challenges for brands and agencies.