VANCOUVER – November 16, 2018 – LOOPShare Ltd. (TSX-V: LOOP) (“LOOPShare” or the “Company”), a global provider of electric scooter shared fleet services and technology, is pleased to announce this update to the non-brokered private placement financing (the “Private Placement”) of secured convertible debentures (each, a “Debenture”) and 20,000 detachable nontransferable share purchase warrants for every $1,000 of principal of the Debentures for gross proceeds of a minimum of $1,500,000 and up to a maximum of $5,000,000 announced by News Release of August 23, 2018, as updated on November 6, 2018. The Company expects to close the Private Placement on or before November 23, 2018.
All securities issued in connection with the Private Placement will be subject to a statutory hold period expiring four months and one day after closing of the Private Placement. Completion of the Private Placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including final approval of the TSX Venture Exchange.
None of the securities issued in connection with the Private Placement will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
The Company is also pleased to announce that it intends to settle debt (the “Debt Settlement”) in the aggregate amount of $645,299.20 owed by the Company to various creditors (each, a “Creditor”) by the issuance of 12,792,651 Class A common shares in the capital of the Company (each, a “Settlement Share”), which settlement will close concurrently with the closing of the Private Placement. Of these Settlement Shares, 226,667 were issued at a deemed price of $0.075 per Settlement Share and 12,565,984 were issued a deemed price of $0.05 per Settlement Share. All of the Settlement Shares are subject to a voluntary pooling agreement providing for the release of the Settlement Shares over a three year period.
In connection with the closing of the Debt Settlement, the Company intends to enter into forgiveness of debt agreements with each of Anwar Sukkarie (“Sukkarie”), President, Chief Executive Officer and a director of the Company (the “Sukkarie Debt Forgiveness”) and Juliet Jones to forgive outstanding debts in the aggregate amount of $407,411.41.
Concurrent with the Sukkarie Debt Forgiveness, the Company also intends to enter into an amended employment agreement (the “Amended Employment Agreement”) with Sukkarie, pursuant to which the Company will agree to, among other things:
(a) modify the termination date of Sukkarie’s employment with the Company from an indefinite period to three years from the date of the Amended Employment Agreement;
(b) pay Sukkarie a signing bonus of $50,000; and
(c) pay Sukkarie a performance bonus of $191,000 upon the attainment by the Company of certain milestones.
The Company also is pleased to announce that, effective upon the closing of the Private Placement, the Company intends on appointing Olen Aasen, Joel Primus and Thomas Stephenson to the Company’s board of directors (collectively, the “Appointments”). Concurrent with his appointment to the board, Mr. Aasen will be appointed as Executive Vice President and General Counsel. Anwar Sukkarie will remain as the Chief Executive Officer and Chair of the Company’s board of directors. After the Appointments, the Company’s board of directors will consist of Anwar Sukkarie, Paul Chucrallah, Olen Aasen, Joel Primus and Thomas Stephenson.
Olen Aasen is a corporate and securities lawyer with more than 12 years of experience in corporate, securities and regulatory matters. He has been the Corporate Secretary, General Counsel or Vice President, Legal at various Canadian and U.S.- listed companies.
Joel Primus has served as President and as a member of the board of directors of Naked Brand Group Inc. since July 2012. Naked is an apparel company listed on Nasdaq.
Thomas Stephenson is the founder and CEO of Heated Details, a Seattle based design and development agency, that provides services to Fortune 500 companies, including Microsoft, Google/YouTube, Starbucks and Mercedes Benz. He has served in that role for over twenty years.
Concurrent with the Appointments, Sean Bromley has agreed to resign as Chief Financial Officer (“CFO”) and as a director of the Company and Saood Al-Junaibi has agreed to resign as a director of the Company (together, the “Resignations”).
Filling the vacancy created by Mr. Bromley’s resignation as CFO, the Company is pleased to announce that Brooke Hurford has agreed to act as Chief Financial Officer of the Company. Ms. Hurford‘s appointment as CFO is effective concurrent to the resignation of Mr. Bromley as CFO.
Brooke Hurford is a Chartered Accountant and holds a Bachelor of Arts degree from the University of British Columbia. Ms. Hurford spent several years in public practice at a major Canadian accounting firm prior to holding a role in the treasury department at the Bank of Montreal. Ms. Hurford has more than ten years of experience in financial reporting and corporate services for public companies.
Also in connection with the closing of the Private Placement, the Company intends to engage Capital Market Access, LLC (“CMA”) to provide certain consulting services that will include investor relations services (the “Services”) pursuant to an independent consulting agreement to be entered into between the Company and CMA (the “Consulting Agreement”). The term of the Consulting Agreement would be for 6 months unless earlier terminated in accordance with the Consulting Agreement.
As compensation for CMA providing the Services, CMA will be paid a monthly fee of USD$7,500 for the term of the Consulting Agreement. The Company also intends on granting CMA 500,000 stock options (each, an “Option”) at an exercise price equal to the closing price of the common shares on the Exchange on the date prior to the date of grant. The Options will vest over a 12 month period with 25% vesting every three months after the date of grant and will be exercisable for a period of 5 years. The grant of the Options remains subject to Exchange approval and subject to the terms and conditions of the Company’s stock option plan (the “Stock Option Plan”). The Options and underlying Shares will be subject to a statutory hold period expiring four months and one day after the date of grant. The Company and CMA maintain an arm’s length relationship.
About LOOPShare Ltd.
LOOPShare Ltd. (TSX-V: LOOP), a Vancouver company established in 2009, and its wholly owned subsidiary Saturna Green Systems Inc. have commercialized a first generation, wireless ruggedized 7” touchscreen dashboard with Telematics functionality for electric inner-city vehicles. LOOPShare’s highly specialized display enables a broad range of services for consumer, tourism or commercial use.
LOOPShare’s purpose is to develop and deploy connected end-to-end solutions for inner-city transportation vehicles, specifically geared toward Transportation as a Service (“TaaS”). Through Zone Operators worldwide, LOOPShare will implement TaaS solutions to offer Commuter Convenience and Tourist applications to subscribers based on LOOPShare’s commuter/tourism/business-focused, unique, state-of-the-art wireless two-wheel electric sharing technology. “Loop” is a trademark of LOOPShare Ltd. For further information, please visit www.loopscooters.com.
For further information on LOOPShare,
Anwar Sukkarie, CEO
+1 (604) 568-1598
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Statements
Completion of the Private Placement is subject to Exchange acceptance.
The Exchange has in no way passed upon the merits of the Transactions and has neither approved nor disapproved the contents of this news release.
Statements contained in this news release that are not historical facts constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this news release. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this news release, including, without limitation, statements regarding the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. Forward looking statements in this news release include: (i) statements regarding the Company’s intent to close the Private Placement on or before November 23, 2018, (ii) the Appointments, and (iii) the Resignations. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Although LOOPShare believes that the expectations in the forward-looking statements are reasonable, actual results may vary, and future results, levels of activity, performance or achievements cannot be guaranteed.