Beedie Investments Ltd. Announces Filing of Updated Early Warning Report

Rhea-AI Summary

LifeSpeak (OTC:LSPKF) has completed its previously announced arrangement agreement with 17104944 Canada Inc. (the Purchaser), where shareholders received $0.32 per common share in cash. As part of the arrangement, Beedie Investments Ltd. has agreed to convert its $15 million non-revolving convertible term loan and up to $4.2 million in bridge loans, plus accrued interest, into preferred shares of the Purchaser. Additionally, Beedie will exchange its common shares for Purchaser's shares on a 1:1 basis.

Prior to the arrangement completion, Beedie held 5,073,389 common shares (8.58% ownership) and could have controlled up to 16,044,705 shares (28.09%) if fully converted. Following the arrangement, Beedie no longer holds any securities in LifeSpeak.

Vancouver, British Columbia--(Newsfile Corp. - June 26, 2025) - Beedie Investments Ltd. ("Beedie Capital") announces that, on April 17, 2025, LifeSpeak Inc. ("LifeSpeak" or the "Company") entered into an arrangement agreement (the "Arrangement Agreement") with 1001180076 Ontario Inc. (and now known as 17104944 Canada Inc.) (the "Purchaser") pursuant to which certain shareholders of the Company will be offered a cash purchase price of $0.32 per common share of the Company Common Share ("Common Shares"), by way of a court-approved plan of arrangement under the Canada Business Corporations Act, subject to the conditions contained in the Arrangement Agreement (the "Arrangement").

On June 26, 2025, the Arrangement was completed and, as a result, the Purchaser has become the owner of 100% of the Common Shares.

In connection with the Arrangement and pursuant to the terms of an exchange and rollover agreement (the "Exchange Agreement"), Beedie Capital has agreed with the Company to convert its non-revolving convertible term loan in the principal amount of $15,000,000 (the "Loan Facility"), plus all payment-in-kind interest and fees capitalized or accrued thereon (including default interest), as well as up to 100% of Beedie Capital non-convertible bridge loans in the aggregate principal amount of $4,200,000, plus all payment in kind interest and fees capitalized or accrued on such amount, into certain preferred shares of the Purchaser. In addition, the Acquiror has agreed to exchange its Common Shares into certain common shares of the Purchaser on a 1:1 basis.

A news release in connection with the foregoing was issued by the Company on June 26, 2025 and filed on the System for Electronic Document Analysis and Retrieval ("SEDAR+") under the Company's profile.

Immediately prior to the completion of the Arrangement, Beedie Capital held or exercised control or direction over (i) 5,073,389 Common Shares, representing approximately 8.58% of the issued and outstanding Common Shares (on a non-diluted basis) and (ii) assuming the conversion in full of the aggregate principal amount outstanding under the Loan Facility using the applicable conversion price under the Loan Facility, Beedie Capital would hold or exercise control or direction over an aggregate of 16,044,705 Common Shares, representing approximately 28.09% of the issued and outstanding Common Shares (on a partially-diluted basis).

Following the completion of the Arrangement, Beedie Capital no longer holds, or exercises control or direction over, any securities in the capital of the Company.

A copy of the early warning report relating to the aforementioned Common Shares and the Loan Facility will be available under the Company's profile on SEDAR+ at www.sedarplus.ca, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC V6E 4M3.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257041

FAQ

What is the cash purchase price per share in the LifeSpeak (LSPKF) arrangement?

Shareholders of LifeSpeak are receiving $0.32 per common share in cash as part of the arrangement agreement.

How many shares did Beedie Investments own in LifeSpeak before the arrangement?

Beedie held 5,073,389 common shares, representing approximately 8.58% of outstanding shares, with potential control of up to 16,044,705 shares (28.09%) if fully converted.

What happened to Beedie's convertible loan in LifeSpeak?

Beedie agreed to convert its $15 million convertible term loan and up to $4.2 million in bridge loans, plus accrued interest, into preferred shares of the Purchaser (17104944 Canada Inc.).

Does Beedie Investments still hold any LifeSpeak shares after the arrangement?

No, following the completion of the arrangement, Beedie Capital no longer holds or exercises control over any securities in LifeSpeak.