THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
VANCOUVER, BC / ACCESSWIRE / May 19, 2022 / Final Bell Holdings International Ltd. (the "Company") is pleased to announce today that it has entered into a first supplemental indenture (the "Supplement") to the trust indenture dated November 17, 2021 (the "Trust Indenture"), which governs the outstanding senior secured convertible notes of the Company (the "Notes"). Requisite consent of holders of the Notes having been obtained, the Supplement implements the following principal amendments:
- extending the maturity date of the Notes to August 17, 2022 (the "Extended Maturity Date");
- increasing the interest rate on the Notes to 12.0% per annum beginning on May 18, 2022;
- to permit the Company to incur any additional unsecured indebtedness, provided that the Company may not make any payment thereon so long as the Notes are outstanding;
- to permit the company to make amendments to its share exchange agreement (the "SEA") with Final Bell Holdings, Inc. ("Final Bell") and the shareholders of Final Bell previously announced on October 14, 2021, without Note holder approval, provided such amendments do not adversely affect the Note holders;
- to provide that the Notes may be redeemed by the Company in whole or in part at any time and from time to time prior to the Extended Maturity Date;
- in consideration of the foregoing amendments, to pay an amendment fee to the Note holders on a pro rata basis in the amount of $1,300,000 (being 10% of the outstanding aggregate principal amount of the outstanding Notes), which shall be reduced to $650,000, payable in cash or equity securities of the Company, subject to certain conditions that are tied to the completion of the proposed business combination with Final Bell; and
- to provide for a 30 day automatic extension of the Extended Maturity Date subject to certain conditions that are based on the achievement of certain milestones relating to the proposed business combination with Final Bell.
The Company believes that the amendments provided for in the Supplement provide it with meaningful flexibility in completing the proposed business combination with Final Bell and concurrent listing on the Canadian Securities Exchange, which has progressed substantially over the last few months, despite challenging market conditions. Closing of the transaction is currently expected to occur in the third quarter of 2022.
To give effect to the current expectations around closing of the proposed business combination, the Company has also entered into an amendment to the SEA which, among other things, has extended the outside date for completing the business combination to October 31, 2022. The Company also expects to amend its previously announced definitive agreement and plan of merger with 14th Round Inc. ("14R") and the shareholders of 14R, and its previously announced definitive share purchase agreement with Final Bell Canada Inc. ("FB Canada") and the shareholders of FB Canada, to give effect to the same extension.
About Final Bell Holdings International Ltd.
The Company's shares were voluntarily delisted from the NEX Board of the TSX-V on April 30, 2021. Prior to entering into the investment agreement announced in the Company's press release dated May 11, 2021, the Company was inactive and seeking to acquire or otherwise transact with a new business or company. On October 14, 2021, the Company announced that it had entered into the SEA in connection with a proposed business combination between the Company and Final Bell. Please see the Company's October 14, 2021 press release for further information.
For further information please contact:
Kay Jessel
Chief Executive Officer
604.365.6099
[email protected]
Forward-Looking Information
This press release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur and in this press release include statements respecting transactions and events contemplated in the Supplement or the business combination amending agreements, as the case may be, including the expected completion or occurrence thereof or of the business combination and exchange listing, as applicable, and the Company's ability to amend the agreements relating to the business combination other than the SEA. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, opinions or assumptions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
SOURCE: Final Bell Holdings International Ltd.