TORONTO, Nov. 10,
2023 /CNW/ - Michael
Held ("Held"), the President, Chief Executive Officer
and Director of LifeSpeak Inc. ("LifeSpeak") announced
today, and Nolan Bederman
("Bederman"), the Executive Chair of the Board and Director
of LifeSpeak announced today, that on November 10, 2023, Held
purchased 1,000 shares of common stock ("Shares")
of LifeSpeak, on the Toronto Stock Exchange ("TSX") at a
price of C$0.365 per Share for total
consideration of C$365.00 (the
"Held Transaction") and Bederman independently
indirectly purchased 8,500 Shares, on the TSX at a price
of C$0.3641 per Share for total
consideration of C$3,094.85 (the
"Bederman Transaction").
Prior to the Held Transaction, Held had ownership of, or control
or direction over 9,770,915 Shares (comprised of 1,406,541 Shares
held directly and control or direction over 8,364,374 Shares held
by Grasshopper Holdings LP, Ladybug Holdings Inc. and Krista Mussell, together, the "Held
Related Entities"), representing 19.19% of the then issued
and outstanding Shares and held vested options exercisable into
Shares (the "Held Options") to acquire an additional
933,333 Shares. If the Held Options were exercised, Held would have
had beneficial ownership of, or control or direction over,
10,704,248 Shares, representing 20.65% of the then outstanding
Shares.
Following the Held Transaction, Held has ownership or control
over 9,771,915 Shares (comprised of 1,407,541 Shares held directly,
and control or direction over 8,364,374 Shares held by the Held
Related Entities), representing 19.19% of the currently issued and
outstanding Shares. If the vested Held Options are exercised, Held
will have beneficial ownership of, or control or direction over,
10,705,248 Shares, representing 20.65% of the then outstanding
Shares.
The Held Transaction is exempt from the formal bid requirements
of National Instrument 62‐104 – Take‐Over Bids and Issuer Bids
("NI 62-104") as the Held Transactions occurred in reliance
on the Normal Course Purchase Exemption set out in Section 4.1 of
NI 62‐104. The facts supporting reliance on the
exemption are that: (a) the bid was for not more than 5% of the
outstanding Shares; and (b) the aggregate number of Shares acquired
in reliance on this exemption by Held and any person acting jointly
or in concert with Held within any period of 12 months, when
aggregated with acquisitions otherwise made by Held and any person
acting jointly or in concert with Held within the same 12‐month
period does not exceed 5% of the Shares outstanding at the
beginning of the 12‐month period.
Prior to the Bederman Transaction, Bederman had ownership of, or
control or direction over 4,857,684 Shares (comprised of 1,043,390
Shares held directly and control or direction over 3,814,294 Shares
held by NBFT Capital LP Trust, Nolan Bederman Family Trust and NBFT
Capital Holdings Inc, together, the "Bederman Related
Entities"), representing 9.54% of the then issued and
outstanding Shares and held vested options exercisable into Shares
to acquire an additional 933,333 Shares ("Bederman
Options"). If the Bederman Options were exercised, Bederman
would have had beneficial ownership of, or control or direction
over, 5,791,017 Shares, representing 11.17% of the then outstanding
Shares.
Following the Bederman Transaction, Bederman has ownership or
control over 4,866,184 Shares (comprised of 1,043,390 Shares held
directly, and control or direction over 3,822,794 Shares held by
the Bederman Related Entities), representing 9.56% of the currently
issued and outstanding Shares. If the vested Bederman Options are
exercised, Bederman will have beneficial ownership of, or control
or direction over, 5,799,517 Shares, representing 11.19% of the
then outstanding Shares.
None of Held, Bederman, the Held Related Entities or the
Bederman Related Entities has any current plans or future
intentions which relate to or would result in any of the events,
transactions or circumstances enumerated in paragraphs
(b) - (k) in the early warning report filed with
the press release (the "Early Warning Report").
In accordance with applicable securities laws, Held, Bederman,
the Held Related Entities or the Bederman Related Entities may,
from time to time and at any time, acquire additional Shares and/or
other equity, debt or other securities or instruments
(collectively, "Securities") of LifeSpeak in the open market
or otherwise, and Held, Bederman, the Held Related Entities or the
Bederman Related Entities reserve the right to dispose of any or
all of its Securities in the open market or otherwise at any time
and from time to time, and to engage in similar transactions with
respect to the Securities, the whole depending on market
conditions, the business and prospects of LifeSpeak and other
relevant factors.
Held has beneficial ownership of, for the purposes of securities
laws, and/or control or direction over, Shares representing 20.65%
of the currently issued and outstanding Shares.
Bederman has beneficial ownership of, for the purposes of
securities laws, and/or control or direction over, Shares
representing 11.19% of the currently issued and outstanding
Shares.
The head office address of LifeSpeak is 49 Wellington Street
East, Suite 301, Toronto, Ontario
M5E 1C9.
For further information please refer to the Early Warning
Reports to be posted on LifeSpeak's SEDAR+ profile at
www.sedarplus.com or which may be obtained by contacting Held or
Bederman at 416-687-6695.
SOURCE Michael Held