TORONTO, July 18, 2025 (GLOBE NEWSWIRE) — Clip Money Inc. (TSX-V: CLIP) (OTCQB: CLPMF) (“Clip Money” or the “Company”), a company that operates a multi-bank self-service deposit system for businesses, is pleased to announce the closing of a non-brokered private placement of an unsecured convertible note (the “Convertible Note”) for gross proceeds of US$3,000,000 (or CAD$4,125,900, based on a CAD/USD exchange rate of US$1 = CAD$1.3753) to Cardtronics Inc. (“Cardtronics”), a subsidiary of NCR Atleos Corporation (the “Convertible Note Financing”). Cardtronics is Clip Money’s largest shareholder and also a strategic commercial partner through the NCR Atleos Allpoint ATM network. Cardtronics’ continued support highlights its confidence in the Clip Money solution and team.
Separately, Clip Money is also pleased to announce the closing of a non-brokered private placement of 6,876,500 common shares in the capital of the Company (“Common Shares”) at a price of CAD$0.20 per Common Share for gross proceeds of US$1,000,000 (or CAD$1,375,300, based on a CAD/USD exchange rate of US$1 = CAD$1.3753) to two insiders of the Company (the “Equity Financing”, together with the Convertible Note Financing, the “Financings”).
The Convertible Note will accrue simple interest at a rate of 13% per annum. The Company will make quarterly cash interest payments in satisfaction of a portion of the interest that accrues on the principal amount of the Convertible Note in the preceding quarter. The principal amount of the Convertible Note outstanding on the Maturity Date plus all accrued and unpaid interest thereon that has not been previously paid in connection with the quarterly interest payments will be due and payable in full on, July 18, 2030 (the “Maturity Date”).
On the Maturity Date, payment of the principal amount of the Convertible Note then outstanding will be satisfied by the Company, at Cardtronics’ sole discretion, through: (i) a cash payment equal to the entirety of the principal amount of the Convertible Note then outstanding; (ii) the issuance of a number of Common Shares equal to the entirety of the principal amount of the Convertible Note then outstanding divided by CAD$0.55 (the “Conversion Price”); or (iii) a combination of a cash payment and the issuance of Common Shares at the Conversion Price, provided that at least 50% of the principal amount of the Convertible Note then outstanding must be converted into Common Shares.
On the Maturity Date, payment of all accrued and unpaid interest up to and including the Maturity Date that has not been previously satisfied by way of the quarterly interest payments will be satisfied by the Company, at Cardtronics’ sole discretion, through: (i) a cash payment equal to the entirety of all accrued and unpaid interest up to and including the Maturity Date; (ii) the issuance of a number of Common Shares equal to the entirety of the accrued and unpaid interest up to the Maturity Date divided by the then-prevailing market price of the Common Shares on the TSX Venture Exchange (the “TSXV”), subject to prior written approval of the TSXV; or (iii) a combination of a cash payment and the issuance of Common Shares at the then prevailing market price of the Common Shares on the TSXV, subject to prior written approval of the TSXV.
Subject to the terms of the Convertible Note, if the Company redeems all or a portion of the Convertible Note prior to the three year anniversary thereof, it must pay a redemption price equal to 102% of the portion of the principal amount of the Convertible Note being redeemed plus all accrued and unpaid interest up to and including the redemption date on the portion of the principal amount being redeemed. Such a redemption shall be payable in cash or, at the election of the holder and subject to the prior written approval of the TSXV, be payable in Common Shares pursuant to the terms of the Convertible Note.
Subject to the terms of the Convertible Note, if the Company redeems all or a portion of the Convertible Note after the three year anniversary thereof and until the date that is one day before the Maturity Date, it must pay a redemption price equal to 101% of the portion of the principal amount of the Convertible Note being redeemed plus all accrued and unpaid interest up to and including the redemption date on the portion of the principal amount being redeemed. Such a redemption shall be payable in cash or, at the election of the holder and subject to the prior written approval of the TSXV, be payable in Common Shares pursuant to the terms of the Convertible Note.
The Financings represent related-party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transactions nor the consideration paid exceeds 25% of the Company’s market capitalization.
All securities to be issued in connection with the Equity Financing and the Convertible Note Financing are subject to a statutory hold period of four months plus a day from the date hereof in accordance with applicable securities legislation in Canada.
The Company intends to use the net proceeds from the Financings for network expansion and customer acquisition, new unit capital expenditures, business operations and technology and for general corporate purposes.
There was no finder’s fee paid in connection with the Financings.
EARLY WARNING DISCLOSURE REGARDING BRIAN BAILEY
In connection with closing of the Equity Financing, Brian Bailey, president and chief operating officer of Clip Money, acquired 3,438,250 Common Shares at a price of CAD$0.20 per Common Share pursuant to the terms of a subscription agreement.
Prior to closing of the Equity Financing, Mr. Bailey beneficially owned, directly or indirectly, (i) 7,233,766 Common Shares, (ii) a convertible note in the principal amount of CAD$367,518 (the “Bailey Convertible Note”) that is convertible into 735,036 Common Shares, in whole or in part, at the option of Mr. Bailey, based on the principal amount of the Bailey Convertible Note divided by the conversion price of CAD$0.50, (iii) 455,118 common share purchase warrants (“Warrants”) exercisable for 455,118 Common Shares, and (iv) 1,449,650 options exercisable for 1,449,650 Common Shares (the “Options”), representing approximately 6.86% of the issued and outstanding Common Shares of Clip Money on a non-diluted basis and approximately 9.14% of the issued and outstanding Common Shares of Clip Money on a partially diluted basis assuming the full conversion of the Bailey Convertible Note and the full exercise of the Warrants and Options.
Following closing of the Equity Financing, Mr. Bailey will own (i) 10,672,016 Common Shares, (ii) the Convertible Note, (iii) 455,118 Warrants and (iv) 1,449,650 Options, representing approximately 9.51% of the issued and outstanding Common Shares of Clip Money on a non-diluted basis and approximately 11.59% of the issued and outstanding Common Shares of Clip Money on a partially diluted basis assuming the full conversion of the Bailey Convertible Note and the full exercise of the Warrants and Options.
The securities of Clip Money are being held by Mr. Bailey for investment purposes and Mr. Bailey will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings through market transactions, private agreements, or otherwise.
This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the early warning report to be filed by Mr. Bailey in connection with the transactions described above will be available on the Company’s SEDAR+ profile at http://www.sedarplus.ca. A copy of such report may also be obtained by contacting Joseph Arrage by telephone at 844-593-2547 or by email at jarrage@clipmoney.com. The Company’s registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7.
About Clip Money Inc.
Clip operates a multi-bank self-service deposit system for businesses through the Clip Money network that gives users the capability of making deposits outside of their bank branch at top retailers and shopping malls. Rather than having to go to their personal bank branch or using a cash pickup service, businesses can deposit their cash at any ClipDrop Box or ClipATM located near them. After being deposited, the funds will automatically be credited to the business’ bank account, usually within one business day. The Company combines functional hardware, an intuitive mobile app and an innovative cloud-based transaction engine that maximizes business-banking transactions. Combined with mobile user applications, Clip offers a cost-effective and convenient solution for business banking deposits in metropolitan statistical areas across Canada and the United States. For more information about the Company, visit http://www.clipmoney.com.
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.
For further information, please contact:
Joseph Arrage
Chief Executive Officer
tel: 844-593-2547
