Lift & Co. Corp. Makes Voluntary Assignment into Bankruptcy Under the Bankruptcy and Insolvency Act (Canada) after Failing to...
17 September 2020 - 2:00PM
Lift & Co. Corp. (TSXV:LIFT) (OTCQB:LFCOF) (“Lift & Co.” or
the “Corporation”) announced today that it has made a voluntary
assignment for the benefit of its creditors under section 49 of the
Bankruptcy and Insolvency Act (Canada) and that all of its
directors and officers have resigned. This follows the failure to
reach an agreement with the holders (the “Debentureholders”) of the
Corporation’s secured convertible debentures in the aggregate
principal amount of $3,500,000 to the proposed sale of the
Corporation’s Consumer Marketing and Trade Marketing Divisions and
the “Cohesion” brand (its CannSell, Lift.co and Cohesion lines of
business), including all associated goodwill (the “Marketing
Division”).
Prior to the onset of the COVID-19 pandemic,
Lift & Co. had been negotiating a significant equity investment
in its Events Division by a global strategic investor, the proceeds
of which would have been used by Lift & Co. in an effort to
accelerate the growth of its Marketing Division. The onset of the
pandemic resulted in that potential transaction being aborted and
also in cash flow from the Events Division essentially ceasing.
As a result of these developments and the
economic conditions Lift & Co. was facing as a result of the
COVID-19 pandemic, on April 24, 2020 Lift & Co. announced its
asset light strategy in response, which included possible joint
ventures or service relationships with various strategic partners.
Following this announcement, Lift & Co. reached out to 24
potential acquirers of the Marketing Division, 12 of which replied
with interest and began a due diligence process which resulted in
Lift & Co. receiving 7 non-binding offers. Lift & Co. moved
forward with one suitor, signing an indicative term sheet with it,
and believes that it was on the cusp of signing a definitive
agreement for the sale of the Marketing Division to that suitor.
While Lift & Co. engaged the Debentureholders throughout this
process, it has recently become apparent to Lift & Co. that it
would not be possible to come to an agreement with the
Debentureholders that would allow the sale of the Marketing
Division to proceed. The secured convertible debentures matured on
September 10, 2020. Lift & Co. does not have the working
capital necessary to repay the amount owing on the secured
convertible debentures or to continue carrying on its business. As
a result, Lift & Co. has made a voluntary assignment for the
benefit of its creditors under section 49 of the Bankruptcy and
Insolvency Act (Canada) and all of its directors and officers have
resigned.
Lift & Co. has also missed the deadline of
September 14, 2020 for the filing and delivery of the financial
statements and management’s discussion and analysis for its fiscal
year ended March 31, 2020 (as extended from July 29, 2020 by
Ontario Securities Commission Instrument 51-505 - Temporary
Exemption from Certain Corporate Finance Requirements with
Deadlines during the Period from June 2 to August 31, 2020 and
similar instruments in British Columbia and Alberta).
About Lift & Co.
Lift & Co. (TSXV: LIFT) is a publicly traded
technology company modernizing the cannabis industry.
Forward-Looking Statements
This news release and each of the documents
referred to herein contains “forward-looking information” within
the meaning of applicable Canadian and United States securities
legislation. All statements, other than statements of historical
fact, included herein are forward-looking information. Often, but
not always, forward-looking information can be identified by the
use of words such as “plans”, “is expected”, “expects”,
“scheduled”, “intends”, “contemplates”, “anticipates”, “believes”,
“proposes” or variations (including negative and grammatical
variations) of such words and phrases, or state that certain
actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved. Such statements are based on
the current expectations of the management of Lift& Co. with
respect to future events based on currently available information
and are based on assumptions and are subject to risks and
uncertainties that could cause actual results, performance or
achievements to differ materially from those expressed or implied
by those forward-looking statements. These risks and uncertainties
are detailed from time to time, including, without limitation,
under the heading "Risk Factors", in reports filed by Lift &
Co. with the British Columbia, Alberta and Ontario Securities
Commissions which are available at www.sedar.com and to which
readers of this press release are referred for additional
information concerning Lift & Co., its prospects and the risks
and uncertainties relating to Lift & Co. and its prospects.
Although Lift & Co. has attempted to identify important factors
that could cause actual results, performance or achievements to
differ materially from those contained in the forward-looking
statements, new risk factors may arise from time to time and it is
not possible for management to predict all of those risk factors or
the extent to which any factor or combination of factors may cause
actual results, performance and achievements of Lift & Co. to
be materially different from those contained in forward-looking
statements and there can be other factors that cause results,
performance or achievements not to be as anticipated, estimated or
intended. Although the forward-looking statements contained in this
press release are based upon what management believes to be
reasonable assumptions, they may prove to be incorrect and Lift
& Co. cannot assure investors that actual results will be
consistent with these forward-looking statements, that the
forward-looking events and circumstances discussed in this press
release will occur by certain specified dates or at all or that
actual results will not differ materially as a result of known and
unknown risk factors and uncertainties affecting the Corporation.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results.
The forward-looking statements in this news
release are made as of the date of this release and are subject to
change after such date. The Corporation disclaims any intention or
obligation to release publicly any updates or revisions to such
information to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events, except
as required by applicable law, and the Corporation does not assume
any liability for disclosure relating to any other company
mentioned herein.
Neither 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.
For further information:
Matei Olaru 647-637-2004 matei@lift.co
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