TORONTO, ON – August 19, 2019 — EQ Inc. (TSX-V: EQ) (the “Corporation”) a leader in location behavioural data and intelligence, is pleased to announce a debt financing of $1,716,654 non-convertible secured promissory notes (the “Promissory Notes”) to certain arm’s length and non-arm’s length lenders. The Corporation intends to close the financing on August 19, 2019. The Promissory Notes will bear interest at a rate of 12% per annum, calculated annually, and will mature seventeen months from the date of issuance.
The lenders will receive up to 2,574,981 non-transferable warrants (the “Bonus Warrants”), with each Bonus Warrant being exercisable for a period of seventeen months from the date of issuance for one common share of the Corporation (a “Bonus Share”) at an exercise price of $0.66 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 its currently outstanding non-convertible secured promissory notes (the “Existing Promissory Notes”) and to execute its business plan.
An aggregate of $888,298 of the Promissory Notes were purchased by non-arm’s length lenders, being Vernon Lobo, Chairman and a director of the Corporation, Geoffrey Rotstein, President, Chief Executive Officer and a director of the Corporation, and Dilshan Kathriarachchi, 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 (www.eqworks.com) provides a smarter way to target customers. Using first-party, location-based behaviour signals, advanced data analytics, and proprietary software, EQ creates and targets customized, performance-boosting audience segments. Proprietary algorithms and data generate attribution models that connect consumer behaviour in the physical world to consumer behaviour in the digital world, solving complex challenges for brands and agencies.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements that are based on management’s current expectations and/or assumptions relating to, among other things, the completion of the transactions contemplated herein and the use of proceeds from the issuance of the Promissory Notes, and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. This list is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Corporation’s forward-looking statements. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise, unless required by applicable securities law.
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