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CLIFFSIDE ANNOUNCES SUCCESSFUL COMPLETION OF $3.1 MILLION RIGHTS OFFERING
TORONTO, March 27, 2019. Cliffside Capital Ltd. (“Cliffside” or the “Company”) (TSXV:CEP) is pleased to announce that it has successfully completed its previously announced rights offering (the “Rights Offering”) issuing an aggregate of 18,691,667 shares at a subscription price of $0.165 per common share for gross proceeds of approximately $3.1 million.
Holders of rights subscribed for an aggregate of 15,807,176 common shares pursuant to the exercise of the basic and additional subscription privilege under the terms of the Rights Offering. The remaining 2,884,491 common shares were issued by the Company to the stand-by purchasers pursuant to the terms of their stand-by commitment agreement with the Company. A total of 11,232,157 shares were issued to insiders of the Company. As of the closing date of the Rights Offering, the Company had a total of 74,766,667 common shares issued and outstanding.
“We are extremely pleased with the support from our shareholders in this successful rights offering and are looking forward to a year of growth in 2019,” said Steve Malone, CEO of Cliffside.
As consideration for acting as stand-by purchasers, the Company will issue 2,197,000 non-transferable bonus warrants to the stand-by purchasers. The bonus warrants can be exercised at a price of $0.22 per common share for 3 years after the closing of the Rights Offering.
To date Cliffside has invested $3.9 million in two limited partnerships, each of which invests in fully serviced non-prime automobile loans through funding facilities with institutional lenders. The funds raised in the Rights Offering will primarily be used to further invest in these partnerships and grow their portfolios of loans.
As a result of the completion of the Rights Offering, Cliffside Capital Holdings Ltd. (“CCHL”), which entity is in no way operationally connected to the Company, now holds an aggregate of 8,331,333 common shares of the Company representing 11.1% of the issued and outstanding common shares of the Company, including 3,382,833 common shares (the “CCHL Shares”) issued to CCHL in connection with the completion of the Rights Offering. Family members of one of the directors of Cliffside have an interest in CCHL. In accordance with the policies of the TSX Venture Exchange, the subscription proceeds paid by CCHL in connection with the issuance of the CCHL Shares will be held in escrow until a personal information form is cleared by the TSX Venture Exchange for CCHL.
CCHL has confirmed that it has acquired the CCHL Shares for investment purposes and may acquire or dispose of additional securities of the Company in the future depending on market and other conditions.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
Cliffside is focused on investing in strategic partnerships with parties who have specialized expertise and a proven track record in originating and servicing loans and similar types of financial assets. Cliffside’s strategy is to generate revenue as an investor, affording its shareholders an opportunity to invest in the growing alternative lending sector with the potential for attractive yields and minimal operational risk while earning a reliable total return. For more information, see Cliffside’s filings on SEDAR at www.sedar.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the business and operations of Cliffside. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the results of operations; potential for conflicts of interests; as well as volatility of Cliffside’s common share price and volume. There can be no assurance that such statements will prove to be accurate or complete, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cliffside disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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 release.
For further information, contact:
Steve Malone, CEO