Hope Well and Payfare Provide Update on Qualifying Transaction

TORONTO, Feb. 1, 2019 /CNW/ - Hope Well Capital Corp. ("Hope Well") (TSX VENTURE: HOPE.P), a capital pool company, provides an update on the proposed qualifying transaction by way of a three-cornered amalgamation (the "Transaction") with Payfare Inc. ("Payfare" or the "Company") further to Hope Well's press releases of August 2, 2018 and November 21, 2018.

Submission to the TSXV

Hope Well and Payfare made a full initial submission on January 21, 2019 to the TSX Venture Exchange (the "TSXV") including a draft filing statement.  The draft filing statement and related materials are being reviewed by the TSXV and the Transaction is subject to the TSXV's approval.  There is no assurance such approval will be granted.

Further Extension of Escrow Release Deadline

The deadline for satisfying the escrow release conditions to the release of the proceeds of the subscription receipt financing which closed on July 27, 2018 (the "Escrow Release Deadline") was extended on November 21, 2018 to December 31, 2018, and was further extended to January 31, 2019. As the TSXV will need sufficient time for review, the Transaction would not be completed, and the escrow release conditions would not be satisfied, by the current Escrow Release Deadline. Pursuant to the terms of the subscription receipt agreement dated July 27, 2018 among Payfare, Mackie Research Capital Corporation ("Mackie") and TSX Trust Company, Payfare and Mackie have agreed to further extend the Escrow Release Deadline to March 31, 2019. In addition, the amended and restated amalgamation agreement dated September 27, 2018 among Hope Well, Payfare and a wholly-owned subsidiary of Hope Well, as amended (the "Amalgamation Agreement"), was further amended on January 31, 2019 to extend the date on which the conditions to the Amalgamation Agreement must be fulfilled to March 31, 2019, and the consolidation ratio for Hope Well shares will be reduced from 1.43646643 to 1.398330151 so that Hope Well will have 5,524,446 (instead of 5,377,779) post-consolidation shares outstanding on closing.

ABOUT PAYFARE

Payfare is a global fintech provider driving financial inclusion and empowerment to millions of next generation workers by providing a full-service mobile bank account with instant access to earnings. Payfare's technology and partnership with Mastercard is driving financial inclusion and empowerment to millions of next-generation workers around the globe by providing a full-service mobile bank account with instant access to their earnings and Payfare's unique solution is purposefully targeted toward the "gig economy."

From tech entrepreneurs to senior management at Fortune 500 companies and major financial institutions, the Payfare team has unparalleled experience in the mobile, payments, lending, and information technology sectors. Payfare is backed by major investment firms and financial institutions around the world. The Company was founded in 2014 and has offices globally.

ABOUT HOPE WELL

Hope Well is a capital pool company (CPC) formed under the TSXV's CPC program. Hope Well's common shares will remain halted until Hope Well satisfies the requirements of the TSXV for resuming the trading of the Hope Well shares or until completion of the Transaction.

Completion of the Transaction is subject to a number of conditions including, but not limited to, due diligence, TSXV acceptance and if required by TSXV policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

All information in this press release concerning Payfare has been provided for inclusion herein by Payfare. Although Hope Well has no knowledge that would indicate that any information contained herein concerning Payfare is untrue or incomplete, Hope Well assumes no responsibility for the accuracy or completeness of any such information.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, that the escrow release conditions will not be fulfilled by the Escrow Release Deadline or at all, and that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. Hope Well undertakes no obligation to update any such forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements. Hope Well undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Hope Well and Payfare, or their respective financial or operating results or (as applicable), their securities.

SOURCE Hope Well Capital Corp.

Hope Well: Sheldon Kales, Director, Phone: [phone], E-mail: [email protected]; Payfare Inc.: Investor Relations, Phone: [phone], E-mail: [email protected]

Related Links

https://www.payfare.com/