Vancouver, British Columbia–(Newsfile Corp. – July 12, 2022) – Beedie Investments Limited (the “Beedie”) has entered into a credit agreement dated July 11, 2022 (the “Credit Agreement”) with Playmaker Capital Inc. (“Playmaker”) pursuant to which Beedie agreed to loan up to US$20 million (the “Loan Facility”) to Playmaker.
The Loan Facility will be funded with an initial advance of US$15 million (the “Initial Advance”) on the closing date (the “Closing Date”), and the remaining US$5 million will be available for subsequent advances in minimum installments. of US$2.5 million (each, a “Subsequent Advance”) over the term of the Loan Facility. The loan facility bears an interest rate of 9.0% on funds advanced and 1.25% on available reserve funds, with principal payment due 48 months after the closing date. In addition, the loan facility includes a commitment fee of 1.5% on the total amount of the loan facility. The proceeds of the initial advance will be used for payment of transaction fees, costs and expenses, permitted acquisitions, payment of existing seller take-back (“VTB”) and earn-out obligations, future VTB and Earnout Bonds, Prescribed Growth Capital and such other uses. as agreed between the Company and the Purchaser from time to time. Subsequent advances will be used to fund (i) permitted acquisitions and related transaction fees, costs and expenses, and (ii) any other uses agreed in advance and in writing by the Company and the time acquirer. to another.
At any time during the term of the Convertible Facility, Beedie may elect to convert the principal amount of the Initial Advance into common shares of Playmaker (“Common Shares”) at a conversion price of $0.70 per Common Share, subject to adjustment in accordance with the terms of the Credit Agreement (the “Initial Conversion Price”). Subject to the approval of the TSX Venture Exchange, the principal amount of any subsequent advances under the Loan Facility will be convertible into Common Shares at a conversion price equal to the greater of: (i) the market price of common stock, less the maximum allowable discount under applicable stock exchange rules; and (ii) a premium of 20% above the 25 trading day volume-weighted average price (“VWAP”) of the common stock, in each case measured on the earliest of the following dates: (a) closing on the trading day immediately preceding the announcement of the acquisition to be financed with such Subsequent Advance, and (b) the date of financing of the Subsequent Advance (each a “Subsequent Conversion Price”).
Under the terms of the credit agreement, Playmaker has the right to require Beedie to convert up to 50% of the principal amount of the initial advance or any subsequent advance in the event that the VWAP of 20 trading days shares is equal to or greater than a 50%% premium to the initial conversion price or subsequent conversion price, as the case may be.
Although Beedie has invested at least $10 million in capital in Playmaker, Beedie will be entitled to have one observer on Playmaker’s board of directors (the “Board”). If Beedie held at least 10% of the issued and outstanding common shares, calculated on a non-diluted basis, it would have the option of requiring Playmaker to appoint a representative to the Playmaker board for the period it continues to hold at least 10 shares % of these titles.
Immediately prior to entering into the Credit Agreement, Beedie did not own or control, directly or indirectly, any Common Shares. Assuming full conversion of the initial advance into common shares in accordance with the terms of the credit agreement and using the Bank of Canada’s daily average Canadian dollar/U.S. dollar exchange rate on July 11, 2022 of 1, CA$3,000 / US$1.00, Beedie, directly or indirectly, owns or controls an aggregate of 27,857,142 common shares, representing approximately 11.4% of the issued and outstanding common shares on a partially diluted basis. Assuming full conversion of all of the Loan Facility into Common Shares in accordance with the terms of the Credit Agreement (assuming that all subsequent advances under the Loan Facility are converted into Common Shares at a conversion price of $0.47 per share, representing a 20% premium above $0.395 per share, the closing price of common shares on the TSX Venture Exchange on July 11, 2022 and using the average daily Canadian dollar exchange rate against the Bank of Canada’s U.S. dollar on July 11, 2022 of C$1.3000 / US$1.00)), Beedie, directly or indirectly, will own or control an aggregate of 41,686,929 common shares, representing approximately 16 .1% of issued and outstanding common shares on a partially diluted basis. The actual number of Common Shares issuable pursuant to the conversion of the Initial Advance under the Loan Facility will depend on the applicable Canadian dollar/US dollar exchange rate at that time. In addition, the actual number of Common Shares issuable pursuant to the conversion of any subsequent advance under the Loan Facility will depend on the 25-day VWAP of the Common Shares on the TSX Venture Exchange and the exchange rate between the Canadian dollar and the US dollar applicable at the time.
All securities held by Beedie in Playmaker, including the common stock and the credit agreement, are held for investment purposes. Beedie may in the future take such actions as it deems appropriate with respect to its holdings of Playmaker securities in light of then-existing market circumstances, including the potential purchase of additional shares of Playmaker through purchases in the open market or privately negotiated transactions, or the sale of all or a portion of such interests in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to occupy its current positions.
A copy of the Credit Agreement Alert Report will be available under the dealer’s profile on SEDAR at www.sedar.com, and can also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie’s head office is located at 3030 Gilmore Diversion, Burnaby, British Columbia, V5G 3B4.
Neither the TSX Venture Exchange 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/130695