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Climb Credit Announces Proposed Qualifying Transaction with Abigail Capital

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TORONTO, Dec. 30, 2019 (GLOBE NEWSWIRE) -- Abigail Capital Corporation (ACC) (“Abigail”) and Climb Credit Inc. (“Climb Credit”) are pleased to announce that they have on December 16, 2019 entered into a non-binding letter of intent (the “LOI”) which outlines the terms and conditions pursuant to which Abigail and Climb Credit have agreed to complete a transaction that will result in a reverse take-over of Abigail by the shareholders of Climb Credit (the “Transaction”). The Transaction, if completed, will constitute Abigail's “Qualifying Transaction” as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”), and it is anticipated that the resulting issuer (the “Resulting Issuer”) will be listed as a Tier 2 Industrial issuer on the TSXV. Climb Credit is a private corporation existing under the laws of the Province of British Columbia.

Terms of the Transaction

Offering

Prior to the completion of the Transaction, Climb Credit intends to complete a non-brokered private placement (the “Offering”) of common shares (“Climb Shares”) at a price of $0.05 per share. Climb Credit may pay a finder’s fee to eligible finders comprised of a cash commission of 7% of the gross proceeds raised by such finders and finder’s warrants (“Finder’s Warrants”) equal to 7% of the Climb Shares raised by such finders, and each being exercisable into one Climb Share at a price of $0.05 per share.

Conditions to Closing

Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) the parties’ entry into a definitive agreement (the “Definitive Agreement”); (b) completion of the Offering for minimum gross proceeds of $1,400,000; (c) receipt of all necessary regulatory approval and the approval of the shareholders of Climb Credit and, if required, Abigail; (d) satisfactory completion of due diligence by each of the parties; (e) receipt of all necessary third party consents; (f) completion of the Board and Management Rollover (as defined below); and (g) conditional approval of the TSXV for the listing of the Resulting Issuer’s common shares.

Transaction

Following completion the satisfaction or waiver of all conditions to closing, Climb Credit and Abigail intend to effect the Transaction way of an arrangement, amalgamation, share exchange or similar transaction and, following completion the Transaction, to carry on the business of Climb Credit. The LOI contemplates that, under the terms of the Transaction, the holders of Climb Shares will exchange their shares for common shares of Abigail (“Abigail Shares”) on the basis of one (1) Abigail Share for five (5) Climb Shares (the “Exchange Ratio”).  Outstanding convertible securities in Climb Credit will also be exchanged for equivalent convertible securities of Abigail on the basis of the Exchange Ratio.

The Transaction is arm’s length and is therefore not a Non-Arm’s Length Qualifying Transaction under the policies of the TSXV. Accordingly, Abigail is not required under Policy 2.4 of the TSXV to obtain shareholder approval of the Transaction.

Upon completion of the Transaction, it is the intention of the parties that the Resulting Issuer will continue to focus on the current business and affairs of Climb Credit and will be a Tier 2 Industrial Issuer listed on the TSXV.

Financial Information for Climb Credit

  As at September 30, 2019 (unaudited) As at December 31, 2018 (unaudited)
Total Assets $1,989,919   $4,396,408  
Total Liabilities $2,157,666   $3,364,018  
Total Shareholder’s Equity $(167,747)   $1,032,390  
Revenue $489,611   $582,610  
Expenses $1,691,249   $1,797,635  
Net Income (Loss) for the Period $(1,201,638)   $(1,215,025)  

Directors and Executive Officers

Subject to applicable shareholder and TSXV approval, it is anticipated that the directors and officers of the Resulting Issuer will be reconstituted with the following nominees put forth by Climb Credit (the “Board and Management Rollover”):

Scott Wilson, Chief Executive Officer, Corporate Secretary and Director

Scott Wilson started his career in financial services as one of the first 7 employees of Visa Canada.  At Visa Canada, Scott had operations and marketing roles and built his knowledge of the credit card industry.  Scott took his credit card experience to Canadian Tire where he managed the Canadian Tire Options MasterCard and oversaw the migration of the Canadian Tire retail card to a MasterCard branded product.

Scott joined Capital One Canada thereafter where he had an eight year stint which included migrating the brand group from the U.S. office to Canada.  Scott held many roles at Capital One including: head of acquisitions, head of operations (call centre and collections), online strategy development, ombudsman and chief customer experience officer.

Scott also has an entrepreneurial side; he has made investments in Money Mart locations and the startup of a bank in Belize where he also held a Board seat.  Scott has built a business called Bluecap that provide provides business loans.

Scott has been the CEO of Climb Credit for over 2 years.

Steven Mintz, Director

Steven Mintz, CPA is a financial consultant in a variety of industries including mining, oil and gas, real estate and cannabis. He is currently President of St. Germain Capital Corp., a private consulting and investment firm as well as Principal and CFO of the Minkids Group, a family investment and real estate development company. Steven's experience spans a variety of financial and management areas of expertise from accounting in large firms to bankruptcy and insolvency. He obtained his C.A. designation in June of 1992 and Trustee in Bankruptcy license in 1995. Steven is currently a director of several public companies.

Ryan Watt, Chief Operations Officers and Director

Ryan Watt is the Chief Revenue Officer at Climb Credit, where he is responsible for the Customer Journey from acquisition to close out.  In this role he leads the Sales & Marketing team, manages partner channels and oversees strategic business planning. Starting his career at Petro-Canada / Suncor laid the foundation for Ryan to follow his passion of small business; he worked at Duroair Technologies prior to joining Climb Credit. Ryan graduated from McMaster University with an Honours Bachelor of Commerce degree.  

Anna-Kay Campbell, Interim Chief Financial Officer and Financial Controller

Anna-Kay is responsible for the financial operations of the company in addition to ensuring Climb Credit’s compliance with all governmental framework. Anna-Kay's career began with 6 years in external audit at PriceWaterhouseCoopers, before continuing with her career in the lottery and gaming industry where she spent three years as an Assistant Finance Manager and subsequently catapult to Finance consultant with an expanded focus on financial modelling. Anna-Kay was previously Revenue Manager at Stanley Security Solutions for three years, and is a licensed Certified Professional Accountant (CPA, CA) both in Canada and the U.S.

Jason Kotler, Director

Jason brings a broad business, entrepreneurial, and legal perspective to his role. He has significant global experience operating companies and leading strategic corporate initiatives. Jason has held Founder/CEO/COO, Private Equity, Investor and Management Consultant roles in the CleanTech, Oil & Gas, Metals & Mining, Renewable Energy, Technology and Medical Devices industries. Prior, he was the Chief Administrative Officer of Waterton Global Resource Management, a Tech Startup Founder/Professional, a Senior Strategy & Transformation Consultant with Capgemini and he practiced Corporate Commercial and Intellectual Property law with McMillan LLP. Jason is former member of the Board of Directors of The Atmospheric Fund (TAF) and is a member of TAF's Investment Committee.  Jason is a member of the Bar of Ontario, holds an MBA (Deans Honours) from the Richard Ivey School of Business, a JD from Osgoode Hall Law School, a Bachelor of Art, Visual Arts (with Distinction) from Western University, and is a Certified Management Consultant (CMC) qualified by the Canadian Association of Management Consultants.

About Climb Credit

Climb Credit was incorporated on March 15, 2012 and is a fin-tech company that has developed proprietary products and services aimed at helping hundreds of thousands of Canadians regain control of their credit score. For over 7 years its flagship product, the Climb Savings Loan, has provided over 5,000 Canadians with poor credit in a way to rebuild their financial lives. Climb's recently developed fin-tech engine provides customers with the most efficient path to rebuilding credit in order to return to mainstream lending/banking products. Additional information about Climb is available at www.climb.ca.

Pre-Closing Capitalization of Abigail and Climb Credit

Abigail has 12,000,000 Abigail Shares issued and outstanding, options (the “Options”) to acquire an aggregate of 1,000,000 Abigail Shares at an exercise price of $0.10 per share, and broker warrants (the “Broker Warrants”) to acquire 500,000 Abigail Shares at an exercise price of $0.10 per share.

Climb Credit expects to have the following capitalization prior to the Transaction, but without accounting for securities issued in the Offering, 57,034,858 Climb Shares and 4,290,000 options to acquire an aggregate of 4,290,000 Climb Shares at an exercise price of $0.05 per share.

Additional Information Regarding the Transaction

The Transaction is subject to requisite regulatory approval, including the approval of the TSXV and standard closing conditions, including the approval of the directors of each of Abigail and Climb Credit of the Definitive Agreement, as well as the conditions described above. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law, and accounting efficiencies.

Abigail was incorporated under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. It is a capital pool company and intends for the Transaction to constitute its “Qualifying Transaction” as such term is defined in the policies of the TSXV. Abigail is a “reporting issuer” within the meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act (Alberta).

Trading in Abigail Shares is halted at present. It is unlikely that the Abigail Shares will resume trading until the Transaction is completed and approved by the TSXV.

Sponsorship

Abigail intends to request an exemption from the requirement to obtain a sponsor in respect of the proposed Transaction, in accordance with the policies of the TSXV. Any such exemption will be subject to the approval of the TSXV.

Further Information

All information contained in this news release with respect to Abigail and Climb Credit was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction and the terms and conditions of the proposed Offering. 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; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Abigail and Climb Credit assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

For further information regarding the Transaction, please contact: Ian Slater, Chief Executive Officer, Abigail Capital Corporation, Telephone: (604) 638-2545, Email: info@slatergroup.ca; Scott Wilson, Chief Executive officer, Climb Credit Inc., Telephone: 416-358-9095, Email: scott.wilson@climb.ca.