2022-07-13 | TSXV: POOL | Press release

Toronto, Ontario–(Newsfile Corp. – July 13, 2022) – Pool Safe Inc. (TSXV: POOL) (“Pool safe“or the”Company“) is pleased to announce that it has reached an agreement (the “Amendment“) with Intrexa Ltd. (the “Lender“), to modify the credit agreement of the parties (the “credit agreement“), by increasing the line of credit (the “Credit facility“) to $3.5 million from the current $1 million. The deal comes with a reduced interest rate of 8% per annum instead of 10% and includes a multi-year extension. credit agreement, previously announced on April 2, 2019, allowed the company to access its working capital requirement allowing it to accelerate the growth of the Pool Safe product (“PoolSafeProduct“).

The Agreement provides, among other things, that: (i) the maximum commitment amount under the Credit Agreement would be increased to $3,500,000, (ii) the interest payable by the Company under the of credit would bear interest at a rate equal to 8% per annum, (iii) the date of termination of the Credit Agreement would be extended to May 31, 2025 (the “Termination date“), and (iv) the expiration date of the 3,000,000 Free Warrants (the “Subscription warrants“) which were issued by the Company to the lender pursuant to the credit agreement would be extended from March 31, 2023 to the earliest of the following dates: (a) five years and (b) the term of the credit agreement. The amendment is subject to the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange (the “Swap“).

In addition, the Company is pleased to announce a non-brokered debenture financing (the “DebentureFunding“), under which it intends to sell up to $1,500,000 aggregate principal amount of unsecured, non-convertible debentures (“Debentures Units“) at a price of $1,000 per Debenture Unit. Pursuant to the Debenture Financing, each Debenture Unit consists of (a) one Debenture with a face value of $1,000 (“Debenture“), and (b) 28,500 common stock purchase warrants of the Company (the “Financing vouchers“). The Debentures will mature thirty-six (36) months from the date of issue (the “Due date“), and will bear interest at the rate of eight percent (8%) per annum (the “Interest“). Each financing warrant entitles its holder to acquire one (1) ordinary share of the Company (“Ordinary share“) at an exercise price of $0.05 for a period of 36 months from the closing date of the debenture financing (the “Closing Date“). If, at any time, the Common Shares trade at more than $0.15 per Common Share (on a volume-weighted average basis) for a period of 20 consecutive trading days (theEarly expiration event“), the Company shall have the right to bring forward the expiry date of the Financing Warrants by notifying the holder of an Early Expiry Event in writing (the “Early Expiry Notice“). The period during which the holder is entitled to exercise any portion of the outstanding financing warrants will expire 30 calendar days after the date on which the company provides a notice of early expiry to the holders (the “Early expiry date“). that portion of the debenture. The principal investor (the “lead investor“) of the Debenture Financing will have their Financing Warrants expire on the date which falls 37 months after the Closing Date. The Principal Investor will also have an Early Expiration Date of 60 calendar days following the date on which the Company provides a Notice of Early Expiration.

All Debentures and Financing Warrants issued pursuant to the Debenture Financing are subject to a statutory hold period of four months plus one day from the date of issue in accordance with applicable securities laws. . In connection with the Debenture Financing, the Company may pay a finder’s fee of 8%, as permitted by the policies of the Exchange. The Company intends to use approximately 25% of the net proceeds from the debenture financing to increase inventory for future builds of PoolSafe and the remaining net proceeds from the debenture financing to be used for general working capital. Funds from the credit facility will be used to maintain inventory levels that will ensure timely delivery of new units of PoolSafe products as the company scales up its revenue sharing partnerships. In addition, 4-5% of net proceeds will be used to reimburse executives for expenses incurred and salaries earned. The remainder of the net proceeds will be used for working capital and general corporate purposes. The Debenture Financing is subject to the receipt of all required regulatory approvals, including stock exchange approval.

About Pool Safe Inc.

Pool Safe Inc. designs, develops and distributes a product known as “PoolSafe”, which functions as a versatile personal poolside attendant. The PoolSafe is designed to provide safety, convenience and peace of mind for hotels, resorts, water parks and cruise ship passengers. Features include: lockable safe, solar charger for USB-enabled electronics including phones, cameras and tablets, plus a waiter call button, beverage cooler and stands. Conveniently located next to pool or beach loungers, the PoolSafe is a unique way to provide vacationers with a comforting sense of security for their belongings, while they enjoy their vacation. For more information, please visit www.poolsafeinc.com.

Pool Safe Inc. is a fully reportable publicly traded company that trades on the Exchange under the symbol POOL.

Neither the Bourse nor its Regulation Services Provider (as that term is defined in the policies of the Bourse) accepts responsibility for the adequacy or accuracy of this release.

Warnings

This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, information regarding the Debenture Financing and the Amendment, the use of the proceeds of the Debenture Financing and the approval of the Amendment and Exchange of the Debenture Financing and amendment. Such information and statements, referred to herein as “forward-looking statements”, are made as of the date of this press release or the effective date of the information described in this press release, as the case may be. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statement that expresses or involves discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions or future events or performance (generally, forward-looking statements can be identified by the use of words such as “outlooks”, “expects”, “anticipates”, “anticipates”, “anticipates”, “plans”, “projects”, “estimates”, “considers”, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or indicating that certain actions, events or results “may”, “may”, “could”, “will”, “might” or “will “undertaken, will occur or be achieved, or the negative of any of these similar terms or expressions, and any other similar terminology) are not statements of historical fact and may be forward-looking statements.

These forward-looking statements are based on assumptions which may prove to be incorrect, including, but not limited to, Pool Safe’s ability to complete the Debenture Financing, Pool Safe’s ability to obtain the approval of the Stock Exchange under the Amendment and the Debenture Financing, the general state of the economy will not deteriorate materially and Pool Safe is able to maintain its level of sales and profit margins. Pool Safe considers these assumptions to be reasonable under the circumstances. However, there can be no assurance that one or more of the operational or financial objectives set forth herein will be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied. -understood by these forward-looking statements. , including risks associated with Pool Safe’s inability to successfully raise capital, Pool Safe’s inability to effectively use the proceeds of the Debenture Financing and the credit provided by the Amendment, the inability to obtain regulatory approvals necessary for the debenture financing or amendment, deterioration of capital market conditions which prevent Pool safe from raising the necessary funds in a timely manner and the inability of Pool Safes to develop and implement a business in general and for any reason whatsoever. The forward-looking statements contained herein speak only as of the date of this press release. Except as required by law, Pool Safe has no obligation to notify anyone if it becomes aware of any inaccuracy or omission in any forward-looking statement, nor does it intend or assume any obligation to update or revise these forward-looking statements. – forward-looking statements to reflect new events or circumstances. All forward-looking statements included in this press release are expressly qualified by this cautionary statement and, unless otherwise stated, are made as of the date of this press release.

Pool safe inc.

Steven Glaser

COO & CFO

Email: [email protected]

Such. : 416-630-2444

Not for distribution to US Newswire services or broadcast in the United States. Failure to comply with this restriction may constitute a violation of United States securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/130824

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