OTTAWA, Oct. 15, 2018 – betterU Education Corp. (TSX VENTURE: BTRU, Frankfurt: 5OGA) (the “Company” or “betterU”) announces that it has entered into several loan agreements totalling $613,000 and a Term Sheet for an additional $2.5 Million convertible note financing.
The first loan agreement is with M&N Lee Holdings Ltd. (“MNL”). Terms were agreed upon on or about August 28, 2018 and the final loan agreement was executed on October 11th, 2018, pursuant to which:
- MNL had extended one (1) credit advance to the Company in the amount of $363,000 (the “MNL Loan”).
- The Company agreed to pay to the Lender interest calculated on the principal of the MNL Loan at an annual rate of 15%.
- The Company agreed to pay a $10,000 facility origination fee on the full amount of the MNL Loan.
- The maturity date of the MNL Loan is October 31, 2018 (the “Term”).
- The MNL Loan will be secured by a general security agreement against the assets of the Company.
As additional consideration for such advances, the Company has agreed to issue 453,500 common share purchase warrants (the “Warrants”) to MNL. The Warrants are exercisable for a period of 1 year at a price of $0.80 subject to the following:
- the issuance of the bonus shares and bonus warrants is subject to the Company receiving acceptance from the TSXV therefor; and
- the Common Shares issuable pursuant to the Warrants are subject to a hold period which will expire 4-months and a day from August 28, 2018.
The second loan agreement entered into was with Venbridge Ltd. (“Venbridge”) A loan agreement was executed September 28th, 2018, pursuant to which:
- Venbridge had extended one (1) credit advance to the Company in the amount of $250,000 (the “Venbridge Loan”).
- betterU will pay interest calculated at a rate of 2.30% per month, compounded monthly (or 31.4% per annum) and calculated monthly, not in advance.
- betterU shall pay Venbridge a commitment fee of CAD$2,000 paid out of the Venbridge Loan.
- betterU agreed to pay a placement fee of $8,750 and legal fees of $2,901.38 to Venbridge by way of deduction from the principal of the Venbridge Loan.
- The maturity date of the Loan is October 31, 2018
- The Venbridge Loan will be secured by a general security agreement against the assets of the Company.
The third agreement is a Term Sheet with AIP Asset Management Inc., AIP Inc., related or affiliated companies or designated assigns (“AIP”) for financing of $2.5 Million dated October 5th, 2018, pursuant to which and subject to TSXV approval:
- AIP has agreed to advance $2.5 Million with $1 Million being the initial tranche to be made available 7 days after the closing date of the term sheet and the completion of the primary due diligence, completion of funding agreements, board of directors and TSXV approvals.
- The second tranche is expected to be complete within 30 days upon completion of AIP’s full due diligence.
- AIP will receive convertible notes in denominations of $250,000, with a 15% fixed coupon, pre-paid for the maximum term of each advanced note out of the closing proceeds (the “Convertible Notes”).
- The Convertible Notes will mature 12 months from the date of issuance, subject to quarterly reviews
- The Convertible Notes may be convertible into units, in whole, or in part, at the market price as at the close of trading on October 5, 2018. Each unit will consist of 1 common share and 1 full warrant. Each warrant can be exercised at market price as at the close of trading on October 5, 2018 within 24 months from the date of conversion.
- The Convertible Notes shall be subject to a borrowing base and secured in first priority to all other creditors of the Company.
- betterU will pay AIP the following fees: $50,000 non-refundable deposit to cover all legal and due diligence expenses covering the first and second tranches. A Closing Fee of $100,000 and a Facility Fee of $100,000 are also to be paid at time of closing. All fees will be withheld from the first tranche of funds issued, with no additional fees to be applied to the remaining $1.5 Million.
- If betterU decides not to take the remaining $1.5M, there is a break fee of 10% to the maximum issue.
Proceeds will be used to support ongoing operations, the reduction of short-term obligations, and to increase the company’s team to support revenues and growth opportunities. betterU plans on hiring a team of resources, both in Canada and India, to support their corporate sales initiatives and skill initiatives leveraging its recently developed skilling platform.
Hundreds of millions of people in India need skill advancements ranging across a wide variety of leadership, communication, negotiation and other such soft skills as well as technical skills from upgrading their current skills to new technology requirements. With so many people, across so many industries all with variables needs, one educator cannot support a full solution. betterU however, has spent years building a foundation that could address the skilling challenges of individuals in India and has completed the first platform, leveraging their global education platform to support these efforts.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
betterU, a global education-to-employment platform, aims to provide access to quality education from around the world to foster growth and opportunity to those who want to better their lives. The company plans to bridge the prevailing gap in the education and job industry and enhance the lives of its prospective learners by developing an integrated education-to-employment ecosystem. betterU’s offerings can be categorized into several broad functions: to complement school programs with flexible KG-12 programs preparing children for next stage of education, to provide access to global educational opportunities from leading educators, to foster an exceptional educational environment by providing befitting skills that lead to a better career, to bridge the gap between one’s existing education and prospective job requirement by training them and lastly, to connect the end user to various job opportunities.
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.
This press release may contain forward-looking statements and information, which may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with betterU’s growth, the state of the financial markets, regulatory risks and other factors. There can be no assurance or guarantees that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, betterU disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise. Readers should not place undue reliance on any statements of forward-looking information that speak only as of the date of this release. Further information on betterU’s public filings, including their most recent audited consolidated financial statements, are available at www.sedar.com.
On behalf of the Board of Director,
betterU Education Corp.
Brad Loiselle, CEO