MRBLF - Marble Financial Intends to Restructure Bonds Held in its Wholly Owned Subsidiary TPF The Phoenix Fund Inc.
(TheNewswire)
Vancouver, BC - TheNewswire- September23, 2020 - Marble Financial Inc. (CSE:MRBL ) ; (CNSX:MRBL.CN); ( OTC:MRBLF)("Marble" or the "Company") a financial technology company that empowersCanadians' toward a positive financial future, wishes to announce thatthe Company has offered the bondholders of its wholly ownedsubsidiary, TPF The Phoenix Fund Inc. ("TPF"), theopportunity to exchange their TPF bonds for convertible debentures inthe Company.
"With the pending completion andexecution of the definitive agreement with Clear Haven Investment Fund(see News Release dated May 08, 2020) and the commencement in FastTrack loan originations shortly thereafter, the Company believes thathaving the current TPF bonds under the Marble umbrella is morefinancially prudent on a go forward basis" states MikeMarrandino, Executive Chairman.
Under the offer, Marble would assume,redeem and exchange the TPF bonds for Marble convertible debentures(the "Debentures") having the same principal amount,interest provisions and maturity date as the original TPF bond, withthe option to convert principal and interest into common shares ofMarble at a price of $0.20 per share. Marble will retain the right toredeem all or any part of a Debenture on 21 days' notice, after whichthe holder may provide a notice of conversion for the redemptionamount up to 10 days prior to the redemption date.
The offers are contingent upon thecompletion of the Clear Haven transaction to provide a forwardpurchase commitment for up to $100 million in Marble-originated FastTrack Loans (see news release dated March 8, 2020), and is furthersubject to final acceptance by Marble based on the aggregate amount ofbonds participating in the offer. TPF has approximately $4.9 millionin bonds outstanding, consisting of $4.284 million in 10% bondsmaturing in Q4-2023, $651,000k in 9% bonds maturing in Q4-2022 andQ1-2023, and $45k in 8% bonds maturing later this year. Upon theretirement of all the TPF bonds, the Company intends to wind-upTPF.
The Company also confirms its intentionto complete the private placements announced of approximately $300,000with Clear Haven Investment Fund (see May 08, 2020 news release) andthe concurrent private placement (the "ConcurrentFinancing") of up to 6.7 million units at a price of $0.15 forgross proceeds of up to $1.0 million (see August 07, 2020 news releasefor details). The Concurrent Financing is not subject to any minimumaggregate offering prior to closing. The gross proceeds from theConcurrent Financing will be used for general working capital,including the origination of Fast Track Loans, payment of general andadministrative expenses, and servicing the interest due and repaymentof the TPF bonds and the Debentures in the normal course. Theapproximate allocation of the funds cannot be determined at this time,as funds will be used as needed to supplement cash flow fromoperations.
There is no material fact or materialchange about the Company that has not been generally disclosed.
ON BEHALF OF THE BOARD OFDIRECTORS,
Karim Nanji, CEO
About MarbleFinancial Inc. (CSE: MRBL; OTCQB: MRBLF)
Marble leverages its proven data-drivenstrategies utilizing the power of machine learning, data science, andartificial intelligence, through its industry-leading proprietarytechnology solutions Fast-Track, Score-Up, and Credit-Meds to engagein and navigate a clear path for Canadians towards financial wellbeingand a meaningful credit score. Since 2016, Marble is proud to haveempowered thousands of marginalized Canadians to a positive financialfuture, and we continue to establish ourselves as leaders in financialwellness through the licensing of our proprietary products on theMarble Platform. Learn more at https://mymarble.ca/
Mike Marrandino, ExecutiveChairman
T:(855) 661-2390 ext. 104
Email: ir@marblefinancial.ca
NEITHER THE CANADIAN SECURITIES EXCHANGENOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPTRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward-LookingInformation
This release contains"forward-looking information" as such term is used inapplicable Canadian securities laws, including statements regardingthe Private Placement and the use of proceeds therefrom. The use ofany of the words "target", "plans","anticipate", "continue", "estimate","expect", "may", "will","project", "should", "believe" andsimilar expressions are intended to identify forward-lookingstatements. Such forward-looking information is based on management'sexpectations and assumptions, including statements relating to theCompany's plans to conduct the Private Placement and the anticipateduse of the proceeds of the Private Placement.
In making the forward-lookingstatements included in this news release, the Company has appliedseveral material assumptions, including but not limited to, that theCompany's financial condition and development plans do not change as aresult of unforeseen events, and that the Company will receive allrequired regulatory approvals, including Canadian Securities Exchangeapproval, for the Private Placement. Forward-looking information issubject to a variety of risks and uncertainties and other factors thatcould cause plans, estimates and actual results to vary materiallyfrom those projected in such forward-looking information. Factors thatcould cause the forward-looking information in this news release tochange or to be inaccurate include, but are not limited to: failure ofthe Private Placement to be arranged on the proposed terms or at all;unanticipated delays in obtaining or failure to obtain regulatory orCanadian Securities Exchange approvals; general economic, market orbusiness conditions; changes in the Company's financial condition anddevelopment plans; and other risks and uncertainties as set forth inthe Company's most recent continuous disclosure filings filed underthe Company's profile at www.sedar.com .
Although the Company has attempted totake into account important factors that could cause actual costs orresults to differ materially, there may be other factors that causeactual results not to be as anticipated, estimated or intended. Therecan be no assurance that such statements will prove to be accurate asactual results and future events could differ materially from thoseanticipated in such statements. The forward-looking informationincluded in this release is expressly qualified in its entirety bythis cautionary statement. Accordingly, readers should not place unduereliance on forward-looking information. The Company undertakes noobligation to update these forward-looking statements, other than asrequired by applicable law.
THIS NEWS RELEASEDOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TOBUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVENOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIESACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANYSTATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITEDSTATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIESACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCHREGISTRATION IS AVAILABLE.
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