OTTAWA, Nov. 03, 2017 — betterU Education Corp. (TSX-V:BTRU) (FRANKFURT:5OGA), (the “Corporation” or “betterU”), is pleased to announce that it has entered into a binding letter of intent (“LOI”) with Treasure Union Limited (“TU”), a private company established and based in Hong Kong, China for an equity investment of $100 Million USD financing (the “Investment”) at US$3.00 per common share (the “Share Price”) in the capital of the Corporation (the “Shares”). The Investment is scheduled to close on or before March 15th, 2018. Closing will be subject to certain conditions, including the Corporation and TU entering into a definitive agreement (the “Definitive Agreement”) which is anticipated to be entered into by November 15th, 2017, the approval of the TSX Venture Exchange (“TSXV”), betterU’s shareholder approval (as described below) and any other necessary approvals for the completion of the Investment.
TU is a private company incorporated and based in Hong Kong, China. It will be the managing partner for the US$10 billion private investment fund (the “Fund”) used to support companies such as betterU. The Fund, which has yet to be set-up, will be established for launch in North America by January 2018. TU is managed by Kenny Ho, a Canadian citizen. The terms that TU has agreed to in the binding LOI have been agreed to on behalf of the proposed Fund and will be subject to confirmation and agreement by the ultimate investor(s). The Fund will establish an investment vehicle in the Cayman Islands to support the disbursement of the funds to select North American target companies by early 2018. The closing expected to be on or before March 15th, 2018 is subject to the following events, which will trigger an announcement to the market by the Corporation:
(1) Completion of the definitive agreement November 15th, 2017;
(2) Completion of the Fund set-up in the Cayman Islands by January 15th, 2018;
(3) Completion of the closing documents on or before March 15th, 2018.
The participants in the Fund are a group of private, high net worth investors based in China. The investment mandate of the fund is to invest in high growth public and private companies from North America involved in humanitarian sectors including education, healthcare and information technology.
After numerous discussions over the last several months and a formal presentation held in Guangzhou, China in early October, betterU was selected for an investment of US$100 million. In determining the purchase price, while significantly higher than the market price, TU agreed, after performing due diligence of the Corporation, that the inherent value of the Corporation was much higher than what was reflected in the market. Due to the number of contracts, global partnerships, technology, leadership, first market advantage and more, the Corporation demonstrated that the purchase price was justifiable. “betterU has an exciting story and significant growth opportunity ahead of them. With proper capitalization there is an opportunity for the company to become a global leader. We are looking forward to moving this agreement to closure and having a great 2018 together,” said Kenny Ho, CFO, Treasure Union Limited.
In connection – conjunction – with the Corporation’s due diligence, TU has agreed to provide the Corporation with confirmation that it has the required funds for making the Investment prior to entering into the Definitive Agreement. The Corporation has also agreed with TSXV that the stock will remain halted until satisfactory receipt of Proof of Funds (the “PoF”) by TU supporting the $100 million USD financing. The PoF is expected to be received from TU within the following week at which point, upon TSXV approval, the stock will begin trading.
Pursuant to the terms of the Definitive Agreement, betterU and TU have agreed to the following additional key terms:
(1) if the market price of the Shares increase above the Share Price prior to closing, the Corporation and TU will adjust the Share Price to match the purchase price equal to the market price less a 15% permitted discount under the rules of the TSXV. Under such circumstances, TU would be entitled to a certain number of warrants approved by the Board and the TSXV to account for the adjustment in the Share Price. Each whole warrant shall be entitled to acquire one Share at a price to be determined and with an expiry date in accordance with the rules of the TSXV;
(2) TU will be entitled to nominate two directors to the board of directors of the Corporation (the “Board”). George Mueck, a business associate of TU located in Toronto Canada and a Canadian citizen has been selected as one of the board members. The second board member will be determined later;
(3) TU has agreed to enter into a voting agreement with the CEO and Founder of the Corporation, Brad Loiselle (“Loiselle”), pursuant to which TU shall agree to designate Loiselle as their proxy for voting all of its Shares in respect of appointments to the Board for a period of five years from the closing date of the Investment;
(4) TU has agreed not to sell or otherwise dispose of any of its Shares for a period of five years, save and except in the event of a potential change of control transaction; and
(5) betterU shall grant TU a right of first refusal which shall provide TU with the right to match any offer made by a third party for all or substantially all of the shares of the Corporation pursuant to a negotiated acquisition.
Upon closing of the Investment, the Fund will acquire beneficial ownership or control over 20% of the issued and outstanding Shares of betterU and be deemed to be a “control person” under the rules of the TSXV. The details of this vehicle will be provided to shareholders in advance of seeking shareholder approval for the proposed financing. The Investment, therefore, is subject to the approval of the majority shareholders of betterU. TU will be considered an “insider” of betterU pursuant to the rules of the TSXV and under applicable securities law, as such TU shall be required to complete and file the requisite personal information form(s) which shall be reviewed and approved by the TSXV as part of the Investment.
An investment of this size will go a long way in supporting the growth of betterU’s asset-light Global Education Marketplace and the Corporation’s vision to provide education to all. The investment will serve to advance the Corporation’s strategic short-term and long-term priorities and along with their growth plans could position the Corporation as a leader for the mass education in emerging markets. Educating the masses requires a platform that can aggregate the world’s leading education, assessments, job roles and support programs into one cohesive country specific ecosystem. This combined with multi-level, multi-category education delivered across different types of learning pedagogy, levels of affordability, technology capabilities, internet connectivity and employment alignment are many of the areas betterU has been focused on supporting.
The Investment is subject to a number of conditions and there is no guarantee that the Investment will close. Upon completion and receipt of funds, the Corporation plans on expanding its core operations in both Canada and India along with increasing offices in North America, Europe, Asia Pacific and Australia / NZ. India will remain the Corporation’s primary focus for 2018 putting in place the infrastructure and teams to support significant growth within the country as well as preparation for global expansion. By early 2019, the Corporation further plans to grow its operations across many emerging markets leveraging its centralized core operations within Canada and India. “I am very proud of the efforts made by our global team over the years putting in place all the required partnerships, technology and opportunities that have created betterU’s education-to-employment ecosystem, supporting education for all. This investment will enable our company to advance our global efforts even further at a level that will have real positive global impact. It is a very exciting time to be part of betterU!” said Brad Loiselle, President / CEO of betterU.
betterU, a global education marketplace, 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 compliment 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. Certain statements in this release are forward-looking statements, which include completion of the proposed Investment, the anticipated use of the proceeds of the Investment, the development and expansion of betterU’s operations, and other matters. There can be no assurance that the Investment will be completed as proposed or at all. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, the development of competitive technologies, the marketplace acceptance of betterU’s products, and other factors, many of which are beyond the control of betterU. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, betterU disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, betterU undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.. Further information on betterU’s public filings, including their most recent audited consolidated financial statements, are available atwww.sedar.com.