/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE U.S./
TORONTO, June 14, 2021 /CNW/ - Cliffside Capital
Ltd. ("Cliffside" or the "Corporation") (TSXV: CEP)
is pleased to announce that it intends to issue units
("Units") on a private placement basis, at $0.20 per Unit, to raise up to $4.5 million (herein, the "Offering"),
with each Unit comprised of one common share in the capital of
Cliffside (a "Common Share") and one-quarter of one Common
Share purchase warrant (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant will be exercisable for a
three-year period at a price $0.20
per Common Share.
Cliffside expects that approximately $3.75 million of the proceeds raised under the
Offering will be used by Cliffside to create and fund a new special
purpose private partnership formed under the laws of Ontario under the name "C.A.R. LP I".
Cliffside, together with CanCap Management Inc. ("CCMI"), a
leading consumer loan originator and servicer, intends to use
C.A.R. LP I to acquire up to $180
million of non-prime consumer auto loan receivables
("NPCALR"). Cliffside further intends to secure a
senior debt and mezzanine debt facility to further fund C.A.R. LP
I's operations as well as assist C.A.R. LP I in raising
approximately $2.5 million in
additional equity (again on a private placement basis) directly
into C.A.R. LP I, of which CCMI has conditionally agreed to fund
$1.25 million. C.A.R. LP I will be
Cliffside's third limited partnership focused on the NPCALR
market.
The balance of funds from the Offering, namely approximately
$750,000, will be used for general
working capital purposes. Insiders of the Corporation have
conditionally agreed to subscribe for up to $2.0 million of Units under the Offering. Any
issuances of Units to insiders pursuant to the Offering will
be considered a related party transaction within the meaning of
TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Corporation intends to rely on exemptions from
the formal valuation and minority approval requirements in sections
5.5(b) and 5.7(b) of MI 61-101 in respect of any such insider
participation.
The Corporation intends to close the Offering on or before
June 25th, 2021. The Offering
is subject to a number of conditions including, but not limited to,
obtaining TSX Venture Exchange approval.
About Cliffside
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, visit www.cliffsidecapital.ca.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains certain forward-looking
statements, including, without limitation, statements containing
the words "will", "may", "expects", "intends", "anticipates" and
other similar expressions which constitute "forward-looking
information" within the meaning of applicable securities laws.
Forward-looking statements reflect the Company's current
expectation and assumptions, and are subject to a number of risks
and uncertainties that could cause actual results to differ
materially from those anticipated. Forward-looking statements in
this news release include, but are not limited to, statements with
respect to the business and operations of Cliffside, the proposed
used of proceeds of the Offering, Cliffside's intention to secure a
debt facility to fund C.A.R. LP 1's operation and assist C.A.R. LP
1 raise additional capital, and the timing and closing of the
Offering, including the extent to which insiders of the Company may
participate. 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.
SOURCE Cliffside Capital Ltd.