betterU Education Corp. (TSX VENTURE:BTRU) (FRANKFURT:5OGA) (the
"Company" or "betterU") announced today it has filed its financial
results for the year ended March 31, 2019 and the three months
ended June 30, 2019. betterU is a Global Education Marketplace for
emerging markets. The Company aggregates education, educational
services and employment services from quality Institutions
including universities, colleges, Industry leaders and corporations
from around the world and makes their programs available to
students through the betterU marketplace. betterU has now over
30,000 programs available.
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For the year ended March 31, 2019, the Company reported revenues of
$44,930, and a net loss of $8,239,114. |
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For the quarter ended June 30, 2019, the Company reported revenues
of $198, and a net loss of $751,337. |
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On Jan. 17, 2019 Company provided following updates on its funding
activities: |
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The Company has completed a $1,250,000 equity investment by HT
Overseas Pte. Ltd., a wholly owned subsidiary of HT Media Limited,
(“HT”) for the purchase of 2,976,190 common shares of the
Corporation at $0.42 per share (the “Private Placement”) with a
hold period expiring on May 17, 2019. As previously announced on
December 21, 2017, HT’s $10 million investment is provided to
betterU in eight (8) tranches over two years, this being the
3rd tranche with the full investment immediately being paid to
HT’s Media Groups by betterU to support betterU’s mass marketing
efforts across India. |
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The Company, over the last few months, has been working on multiple
funding opportunities motivated by the ongoing delays from the
$100M investment from TUC Co, Ltd. (“TUC”). These delays have not
been explained in detail to betterU because according to GDS
Holdings Ltd. (“GDS”), they are under confidentiality agreements
with their investment partners. betterU has received over 400
emails over the last year with discussions not only with TUC and
GDS, but also with other organizations that are also part of TUC’s
investment portfolio. betterU has been in active discussions with
the CEOs for multiple groups in Canada and the USA with whom TUC
and GDS have also promised funding. Despite the ongoing support and
assurances made by TUC and GDS however, with these ongoing delays,
it is not sustainable for betterU to rely solely on TUC or GDS, so
betterU has had no choice but to seek other
investment opportunities as outlined further below. betterU’s
agreement with TUC and GDS will remain active and when and if GDS
funds are released they will be in accordance with the terms of the
agreement executed by TUC and betterU on February 1, 2018. |
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The Term Sheet with AIP Asset Management Inc., AIP Inc. (“AIP”) for
financing of $2.5 Million previously announced October 15, 2018, is
currently under review by betterU. AIP requires as a condition to
closing the financing that a subordination agreement (“SA”) be
executed by the creditors of betterU. After betterU’s creditors
reviewed the SA provided by AIP, they felt it was punitive to their
rights as creditors and decided not to sign it. betterU has been in
discussions with AIP to determine alternative solutions and while
AIP is willing to provide betterU with more time, at a cost, they
still require that betterU’s creditors execute on the SA. A further
update to the market will be forthcoming as this materializes
further. |
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Additionally, in early October 2018, betterU was invited to present
to dozens of investors organized by a Montreal investor relations
firm known to betterU, Mi3. During these events, betterU was
introduced to the CEO of Quantiium Capital Management Corporation
(“QCMC”) an alternative funding group located in Montreal QC who
expressed interest in betterU. Over subsequent months, betterU met
with their leadership teams in Montreal, Toronto and at betterU’s
office in Ottawa. Following QCMC’s due diligence process, a Letter
of Intent was offered and executed by both parties on December 5,
2018 which supports an investment of 5 Million Euro (approximately
CND$7.5M) through a credit facility backed by QCMC. The agreements
are currently under development with QCMC and the credit facility
is expected to be issued in favour of betterU. Further details will
be provided to the market as the agreements and timelines
materialize. |
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All investments are subject to board of director and TSXV
approvals. The Company wants to emphasize that they have no control
over the timelines of these investments. |
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On Jan. 29, 2019, the Company announced that the successful
acquisition of two corporate training contracts worth $26,812 with
Larsen & Toubro (L&T) and Maharashtra State Electricity
Transmission Company Limited (Mahatransco), both located in Mumbai,
India. These two training programs come on the heels of betterU’s
efforts to enhance their revenue focus and after the successful
completion of other such training programs and custom development
projects with groups such as Central Bank of India, Dena Bank,
Confederation of Indian Industries (CII), Indian Oil Corporation
Limited (IOCL), Blue Star, Dimension Data, Evry India and Acliv
Technologies. On October 15th, 2018, betterU entered into two loan
agreements totaling $613,000 and entered into an agreement with AIP
Asset Management Inc., (AIP) for an investment of $2.5 million to
support ongoing operations and growth until the TUC funding is
received. AIP and betterU are working through all the definitive
agreements in connection with this funding. |
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On March 4, 2019, the Company announced a partnership with Pearson,
a digital learning company. To help working professionals update
their skills and progress in their careers, Pearson India offers
Pearson Professional Programs (PPP) in partnership with leading
higher education institutions, faculty and content providers from
around the world. This partnership will allow betterU to offer the
courses by Pearson Professional Programs, on the
education-to-employment platform. |
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On April 3, 2019, the Company announced that Mr. Gurmit Singh
through his firm DAUWAU will work as a consultant in order to
support the Company’s efforts in providing access to education
across India. |
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On May 18, 2019, the Company announced the closing of the first
tranche of a non-brokered private placement to raise up to a
maximum of $500,000 through the issuance of 10,000,000 units at a
price of $0.05 per unit. Each unit consists of a Common share and a
½ warrant (“Unit”). Each full warrant can be exercised for two
years at a price of $0.15. A finder’s fee of 7% in cash and 7% in
warrants and can be exercised for 12 months at a price of $0.25 may
be paid on a portion of the private placement (“Finders’
Warrants”). |
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On the closing of the first tranche 6,360,000 Units were issued for
aggregate gross proceeds of $318,000. A finders’ fee of $5,670 was
paid by the Company and 113,400 Finders’ Warrants were issued.
Additional tranches are expected to close this month. |
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On May 28, 2019, the Company announced it has decided to halt the
process for the equity investment with Treasure Union Ltd. (“TUC”)
previously announced November 3, 2017, November 14, 2017, November
24, 2017, January 16, 2018, February 13, 2018, April 3, 2018, April
30, 2018, May 18, 2018, August 13, 2018, September 26, 2018,
October 30, 2018, January 17, 2019 (the “Transaction”). The Company
provided TUC notice of the termination of the agreement dated
February 1, 2018 because of TUC’s inability to provide confirmed
closing procedures and timelines. The notice of termination was
delivered in writing to Mr. George Mueck, CEO of TUC and Mr. Kenny
Ho, Chairman of GDS Holdings Ltd. (“GDS”) on May 26, 2019. |
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On June 12, 2019, the Company announced that National Skills
Development Corporation (“NSDC”) and betterU have entered into a
partnership to support the advancing of the government’s skilling
initiative in India. |
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On June 13, 2019, the Company announced, that on the heels of a
recent trip to India in May 2019, the Company had entered a working
relationship with another corporate client; McDonald’s India.
betterU is already engaged in the development of the first job
specific skills program and upon successful completion and approval
by McDonald’s India, opportunities will grow to support their
national employee base. The scope of proposed work includes online
course development, instructor-led training as well as blended
online programs. |
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On July 3, 2019, the Company announced the closing of its
non-brokered private placement to raise up to a maximum of $500,000
through the issuance of 10,000,000 units at a price of $0.05 per
unit previously announced May 18 and June 4, 2019. The private
placement was fully subscribed. |
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On July 25, 2019, the Company announced that its annual financial
statements, the related management’s discussion and analysis and
the related officer certifications for the financial year ended
March 31, 2019 (collectively, the “Annual Filings”) will be delayed
beyond the filing deadline of July 29, 2019. The Company has
applied to the Ontario Securities Commission for a management cease
trade order (the “MCTO”), however there is no guarantee that one
will be issued. |
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The reason for the default in filing the Annual Filings prior to
the required deadline is that the Company’s Auditors, Welch LLP,
resigned as auditors effective July 12, 2019. |
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On July 26, 2019, the Company announced as part of ongoing efforts
to reduce the Company’s debt and operational liabilities that its
board of directors has approved the settlement of $125,000 of debt
through the issuance of common shares of the Company (the "Debt
Settlement"). Pursuant to the Debt Settlement, the Company would
issue up to 1,388,888 Units at a deemed price of $0.09 per Unit to
certain creditors of the Company (the “Creditors”). None of the
Creditors are Non-Arm’s Length Parties to the Company. |
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On August 2, 2019 the Company announced that after review of
multiple proposals, the Company had approved and executed on an
agreement with BDO Canada LLP as their new auditors to support not
only the Company’s annual financial audit for the financial year
ended March 31, 2019 but also ongoing advisory services and as a
long-term partner. |
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On October 3, 2019 the Company announced they had requested an
extension of the MCTO to October 18, 2019. Due to the timing of the
Company’s appointment of BDO as auditors, the completion of the
audit is still ongoing. The Company named BDO Canada as their
auditor on August 2nd, 2019 after being informed by its previous
auditors that they would not be in a position to complete the
audit. betterU and BDO Canada continue to work collaboratively in
completing the audit as soon as possible. |
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The Corporation has been advised by the Ontario Securities
Commission (“OSC”) that an extension of the MCTO will not be
granted. A Full and Final Cease Trade Order (“FFCTO”) would be
issued by the OSC. It is expected that the FFCTO will be lifted
once all outstanding audited financial documents are filed. During
the FFCTO, the general investing public will not be able to trade
in the Company’s listed common shares. |
Additional information concerning the Company,
including its audited consolidated financial statements and its
Management’s Discussion and Analysis of Financial Condition and
Results of Operations (“MD&A”) for the year ended March 31,
2019 can be found at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
By their nature, forward-looking statements
include assumptions and are subject to inherent risks and
uncertainties that could cause actual future results, conditions,
actions or events to differ materially from those in the
forward-looking statements. If and when forward-looking statements
are set out in this news release, BetterU will also set out the
material risk factors or assumptions used to develop the
forward-looking statements. Except as expressly required by
applicable securities law, the Company assumes no obligation to
update or revise any forward-looking statements. The future
outcomes that relate to forward-looking statements may be
influenced by many factors, including, but not limited to: industry
cyclicality; the ability to secure third party agreements;
successful integration of BetterU’s system with third party
technology; competition; reduction in demand for products;
collection from customers; relationships with suppliers; product
liability; intellectual property; reliance on key personnel;
environmental; interest rates; uninsured and underinsured losses;
operating hazards; risks of future legal proceedings; income tax
matters; credit facilities; availability and terms of financing;
distribution of securities; restrictions on potential growth;
effect of market interest rates on price of securities; and
potential dilution. betterU does not assume any obligation to
update any forward-looking statements except as required by
law.