XTM closes $11-million (U.S.) oversubscribed offering
XTM closes $11-million (U.S.) oversubscribed offering
2024-02-23 19:14 ET - News Release
Ms. Marilyn Schaffer reports
XTM ANNOUNCES COMPLETION OF OVERSUBSCRIBED NON-BROKERED SECURED CONVERTIBLE DEBENTURE OFFERING FOR US $11MILLION
Further to XTM Inc.'s news releases of Dec. 13, 2023, and Feb. 6, 2024, the company has completed its previously announced non-brokered private placement offering of secured convertible debentures for aggregate gross proceeds of $11,028,468 (U.S.), oversubscribed from the original maximum offering size from $5-million (U.S.). The secured convertible debentures will bear interest at the rate of 12.0 per cent per annum from the date of issuance, calculated and payable quarterly beginning on Sept. 30, 2024.
"We are poised and ready to take on the reported 75 per cent of U.S. workers who want same day pay," said Marilyn Schaffer, XTM chief executive officer. "We are thankful for the patience and loyalty of our team, our long shareholders and our invaluable partners."
Secured convertible debentures
The debentures shall be convertible at the option of the holder thereof into units of the company at a price of 11 U.S. cents per unit. Each unit shall entitle the holder thereof to receive one common share of the company, and one warrant to purchase a common share upon payment of 11 U.S. cents to the company for a period of 24 months from the date of issuance, provided, however, that if the daily volume-weighted average trading price of the common shares on the Canadian Securities Exchange is greater than 50 cents for any five consecutive trading days (the acceleration trigger), the company may, within three trading days of the acceleration trigger, accelerate the expiry date of the warrants to a date that is at least 30 days following the date of such written notice. The debentures mature on the date (the maturity date) that is 24 months from the date of issuance.
The debentures will be a secured obligation of the company ranking junior in right of payment to all existing secured credit agreements and financing arrangements of the company, and senior in right of payment to all current and future unsecured obligations of the company.
In connection with the offering, XTM paid a further cash finder's fee in the amount of $400,000 (U.S.) to a finder.
The closing of the offering is subject to certain conditions, including, but not limited to, the satisfaction of customary closing conditions and the receipt of regulatory approvals, including the approval of the exchange. The company intends to use the proceeds of the offering for general corporate and working capital purposes, including to satisfy working capital requirements of its U.S. subsidiary, Q-Rails, as well as to as well as to extinguish an obligation of $1,058,342 (U.S.) concurrently with the closing. The offering closed in three tranches on Jan. 25, 2024, Feb. 16, 2024, and Feb. 23, 2024. The company increased the maximum size of the offering from $5-million (U.S.) to $12-million (U.S.) to accommodate closing on gross proceeds of $11-million (U.S.).
A director of the company (the insider) participated in the first tranche of the offering for a total of approximately $2,148,900 (U.S.) which constitutes a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' participation in the offering, in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the offering by the insider did not exceed 25 per cent of the fair market value of the company's market capitalization. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the first tranche, which the company deems reasonable in the circumstances as the details of the participation by the insider of the company were not settled until shortly prior to closing of the tranche and the company wished to complete the first tranche in an expeditious manner.
The securities issued in connection with the offering are subject to a statutory hold period of four months and one day from the date of issuance.