Loan agreement with the managing director of the company
TORONTO, 9 December 2022 /CNW/ – Fintech Select Ltd. (“Fintech Select” or “Company“) (TSXV: FTEC) is pleased to announce that it has entered into a loan agreement with Mr. Mohammad AbuleilCEO of Fintech Select (“Mr Abuleil“), documented by a secured promissory note dated 30 November 2022 in favor of Mr. Abuleil for a principal sum of $369,662.00 (the “Promissory note”). The promissory note represents formal documentation of Fintech Select’s debt obligation for funds advanced by Mr. Abuleil to Fintech Select throughout the calendar year 2022 to cover corporate expenses such as general working capital and to retire corporate liabilities. The Promissory Note matures on the date that is one (1) year from the date of the Promissory Note and will not accrue interest for a total of 6 months from the date of the Promissory Note, and thereafter will accrue interest at a rate equal to the prime commercial rate charged by Toronto Dominion Bank. Pursuant to the promissory note, the company will provide a registrable general security to Mr. Abuleil in respect of the principal amount plus applicable interest (as stated above) and on terms deemed customary and appropriate by the independent directors of the company at advice from a lawyer.
Given Mr. Abuleil is an officer and director of the Company, he is a “related party” of Fintech Select within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101“). As such, the Promissory Note is considered a “related party transaction” within the meaning of MI 61-101. However, under MI 61-101, the Promissory Note does not require a formal valuation under MI 61-101 as Section 5.5(c) does not require such for transactions falling under category “j”, where an issuer “borrows money from or lends money to a related party, or enters into a credit facility with a related partySimilarly, MI 61-101 does not require the corporation to seek minority shareholder approval for the promissory note, as the note falls under section 5.7(1)(b) as a distribution of securities of the corporation for cash and where a) no securities of the corporation are traded on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., New York Stock Exchange, American Stock Exchange, NASDAQ Stock Market or an exchange outside Canada and the United States except for the alternative investment Market of London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc, b) neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received by the lender under the debenture exceeds $2,500,000, c) the Company has one or more independent directors who are not employees of the Company, and d) both such independent directors approve the debenture. No further insiders or close associates of the company participated in the debenture, nor were new insiders or control persons created in connection with this. The debenture was reviewed and unanimously approved by independent members of the company’s board. No special committee was established because the debenture was unanimously approved by independent directors, who constitute a majority therein, and the terms of the private placement were within the applicable requirements of the TSX Venture Exchange (the “TSXV“).
About Fintech Select Ltd.
Fintech Select is a provider of robust and disruptive prepaid card programs and e-wallet payment solutions. Fintech Select has enabled these core assets operating through separate divisions to work together harmoniously to create a new and ubiquitous environment for both consumers and businesses. Fintech select also operates an international call center that provides fulfillment and customer service support to customers across all of the company’s platforms. Our mission is to provide customers with choice, convenience and cost-effective ways to facilitate traditional and crypto Financial transactions.
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Neither the TSX Venture Exchange nor the regulatory services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking information:
This press release contains “forward-looking information” within the meaning of applicable securities laws. Readers are cautioned not to rely on forward-looking information. Actual results and developments may differ materially from those contemplated in these statements, including the Company’s ability to comply with the terms of the promissory note. The statements in this press release are given as of the date of this release. Fintech undertakes no obligation to comment on the analyses, expectations or statements of third parties with respect to its securities, financial or operating results (as applicable) or prospects for the effective implementation of strategies or initiatives or future revenue levels. Fintech disclaims any intention or obligation to publicly update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
SOURCE Fintech Select Ltd.
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