12173115 Canada closes acquisition of Lendified Technologies/JUDI.AI

CPE News (10/16/2020) – Lendified Holdings Inc. (TSX-V: LHI) has completed the previously announced sale by its wholly-owned subsidiary, Lendified Privco Holding Corporation (Subco), of all of the outstanding shares of Lendified Technologies Inc., dba JUDI.AI, to 12173115 Canada Inc.

The purchaser includes a group of investors, including among others, Gord Baizley, the current CEO of JUDI.AI.

12173115 Canada Inc. is a newly incorporated CBCA company with Nicholas Andrews as the sole director.

The purchase price for the shares of JUDI.AI was amended from $1 to $152,996.96 to reimburse Subco for cash injections into JUDI.AI during the period between signing of the purchase agreement and closing of the transaction.

The purchase price also consists of up to $100,000 payable to JUDI.AI’s auditor on behalf of Subco upon receipt of JUDI.AI of its Scientific Research and Experimental Development (SRED) program claims for the periods from January 1, 2019 to December 31, 2019 and January 1, 2020 to April 28, 2020. The Amending Agreement also amended the Purchase Agreement by including the sale by each of Subco and Lendified Inc. of certain intercompany promissory notes in the amount of $1 to the Purchaser for an aggregate purchase price of $2 for the two promissory notes.

12173115 Canada will assume all of the liabilities and obligations of JUDI.AI.

Vancouver based Lendified Technologies Inc. carries on an automated underwriting and credit risk assessment business.

photo credit: Lendified Technologies

News Release

LENDIFIED ANNOUNCES CLOSING OF SALE OF WHOLLY-OWNED SAAS SUBSIDIARY AND FILING OF Q2 INTERIM FINANCIAL REPORT

October 16, 2020 – Toronto, Ontario – Lendified Holdings Inc. (formerly, Hampton Bay Capital Inc.) (TSXV:LHI) (“Lendified” or the “Company”) is pleased to announce today the closing of the previously announced sale by its wholly-owned subsidiary Lendified Privco Holding Corporation (“Subco”) of all of the outstanding shares of Lendified Technologies Inc. (“JUDI.AI”) to 12173115 Canada Inc. (the “Purchaser”), as previously announced in the Company’s press release dated July 7, 2020 (the “Transaction”). The Purchaser includes a group of investors, including among others, the current Chief Executive Officer of JUDI.AI. Concurrent with closing of the Transaction, Subco, Lendified Inc., the Company’s indirect wholly-owned subsidiary, and the Purchaser entered into a joinder and amending agreement (the “Amending Agreement”) amending the share purchase agreement between Subco and the Purchaser dated July 6, 2020 (the “Purchase Agreement”).

Pursuant to the Amending Agreement, the purchase price for the shares of JUDI.AI was amended from $1 to $152,996.96 to reimburse Subco for cash injections into JUDI.AI during the period between signing of the Purchase Agreement and closing of the Transaction. The purchase price also consists of up to $100,000 payable to JUDI.AI’s auditor on behalf of Subco upon receipt of JUDI.AI of its Scientific Research and Experimental Development (SRED) program claims for the periods from January 1, 2019 to December 31, 2019 and January 1, 2020 to April 28, 2020. The Amending Agreement also amended the Purchase Agreement by including the sale by each of Subco and Lendified Inc. of certain intercompany promissory notes in the amount of $1 to the Purchaser for an aggregate purchase price of $2 for the two promissory notes. The Purchaser will assume all of the liabilities and obligations of JUDI.AI.

Additionally, Subco and JUDI.AI entered into a licensing agreement pursuant to which JUDI.AI will receive a royalty free license to use all loan performance data collected by Subco to date and for the five year period subsequent to closing of the Transaction and Subco will receive a royalty free license to use JUDI.AI’s financial categorization engine for the five year period subsequent to closing of the Transaction.

The Transaction is a non-arm’s length transaction for purposes of the policies of the TSX Venture Exchange (the “TSXV”) and applicable securities laws as the Purchaser group includes the Chief Executive Officer of JUDI.AI. The Company is relying on applicable exemptions from the valuation and shareholder approval requirements for a transaction of this nature provided such exemptions are available and granted to the Company by the TSXV.

The Transaction is part of the Company’s overall strategy toward improving its financial condition as announced in the Company’s press release dated June 25, 2020. The Transaction was designed to improve the Company’s financial position as the Purchaser has agreed to assume the liabilities and obligations of JUDI.AI, relieving the Company of the financial burden of funding JUDI.AI’s operations until it becomes cash positive.

Further to its press release dated September 30, 2020, the Company also announces it has filed its interim financial report for the period ended June 30, 2020 (the “Q2 Financial Report”) and related management and discussion (the “MD&A”). The Q2 Financial Report and MD&A can be found under the Company’s profile on www.SEDAR.com.

ABOUT LENDIFIED HOLDINGS INC.

Lendified, a company located in Ontario, Canada, is a Canadian FinTech company operating a lending platform which provides working capital loans to small businesses across Canada through a wholly-owned subsidiary.

Further Information
For further information regarding Lendified, please contact:
Troy Wright, Chief Executive Officer and Director
(647) 381-9218
troy.wright@lendified.com