OTTAWA, Nov. 24, 2017 — betterU Education Corp. (TSX-V:BTRU) (FRANKFURT:5OGA), (the “Corporation” or “betterU”), further to Corporation’s press release of November 3rd, 2017, in regards to entering into a Binding Letter of Intent and working towards a Definitive Agreement (“Agreement”), the Corporation wishes to provide additional information to investors regarding the proposed transaction. The Corporation understands that the entity with which it has entered into the LOI, and with which it will enter the Agreement – being Treasure Union Ltd (“TU”) – will not be the ultimate investor in the Corporation. Rather, the investor will be an off-shore fund (the “Fund”) that is in the process of being set up. The funds for the investment into betterU will come from that entity post being established.
- To date, the Corporation is continuing its due diligence with respect to the Fund, yet has not received any information about the specific structure of the Fund being established or its full management team. They are not in a position to confirm the investors in the Fund and the Fund manager has indicated that all investors have requested full confidentiality. The proposed Fund manager, TU, has indicated that they will provide proof of funds from the Fund by January 15th 2018; however, the Corporation has not been able to confirm that the funds are in this Fund at this time.
- The Corporation remains confident that once the Fund is complete and operational, funds will be made available for this investment. This confidence is due to the level of effort put into the development of the deal by both parties. The Corporation has however at this time not been provided with evidence that funds will become available for investment in the Corporation.
- The Corporation’s Board of Directors has yet to approve the Agreement for which the draft was received from the Corporation’s legal counsel, Perley-Robertson, Hill & McDougall, on November 15th, 2017. A copy of the draft Agreement has since been provided to the proposed Fund Manager for review. The final Agreement will be subject to approvals by the Board of Directors and TU prior to execution on December 31st, 2017.
- In support of validating the investment opportunity, the Corporation has put a significant amount of effort in the building of the deal structure and the relationship with the proposed Fund manager. The Corporation’s confidence comes from the history of personal and professional relations of the parties involved with betterU’s board, understanding the details about the corporate structure and officers of TU, the level of effort into several months of due diligence, negotiations around the valuation and share purchase price, the level of negotiations and approval stages the Corporation was involved with, development and discussions around use of funds, growth plans and ongoing efforts to support a potential deal of this nature.
The Corporation would also like to provide further clarification to the relationship between TU and the private investors in Hong Kong. Specifically, the Corporation has been advised that the private investors are a group of wealthy individuals that are working to seed the Fund to support investments such as betterU. TU is a private company incorporated and based in Hong Kong, that has no control over the private investors’ funds and has been selected by them to be the managing partner that will oversee the Fund.
betterU has taken the disclosure of this investment opportunity to the market seriously and upon the Corporation’s execution of the binding letter of Intent, betterU’s leadership immediately contacted IIROC to voluntarily halt their stock. It was decided by the Corporation that this was an important step in assuring proper disclosures to the market prior to the launch of the Corporation’s news release. It was determined by the Corporation’s Board of Directors at that time, that the news needed to be announced about the LOI as it was considered a material event. As part of any letter of intent, it is one of many stages along the way towards receiving further details and progressing efforts to close. The Corporation has continued to perform ongoing due diligence with support of TU, advancing its plans in anticipation of further validations of this investment opportunity. The closing of the investment into the Corporation is still expected to be on or before March 15th, 2018 and is subject to the following events, which will trigger an announcement to the market by the Corporation:
(1) Execution of the Definitive Agreement by December 31st, 2017;
(2) Completion of the Fund set-up in the Cayman Islands by January 15th, 2018;
(3) Validation of Fund capacity to support an investment of this size by January 15th, 2018;
(4) Completion of the closing documents on or before March 15th, 2018.
Upon the resumption of trading, the directors and officers will be subject to the Black-out Period until the second day of trading after the second quarter interim financial statements are released to the public.
Furthermore, the insiders (directors and officers) of the Corporation have entered into a pooling agreement pursuant to which each director and officer agrees not to trade their shares until the closing of the transaction as contemplated by the Agreement or the termination of the Agreement if it has been entered into.
The Corporation can provide no assurance that the transaction will be completed as proposed, or at all.
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.