Fusion Financial Holding, Inc. is offering securities through a non-brokered private placement Non-Prospectus Offering Statement that has been qualified by the law firm of Dunton Rainville to be in compliance with the Ontario Securities Commission. A copy of the Final Subscription Agreement that forms a part of the Offering Statement as well as any supplements may be obtained through this offering’s Subscription Agreement page. This offering page and accompanying offering materials may contain forward-looking statements and information relating to the company, its business plan and strategy, and its industry. These statements reflect management’s current views with respect to future events based on information currently available and are subject to risk factors that could cause actual results to differ materially. Investors are cautioned to not rely on these forward-looking statements as they do not represent guarantees of future results or performance, which cannot be made. No person or entity assumes responsibility for the accuracy and completeness of forward-looking statements, and is under no duty to update any such statements to conform them to actual results.
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offense. This is a risky investment.
NON-PROSPECTUS OFFERING SUMMARY
|Issuer:||Fusion Financial Holding Inc. (the “Issuer”)|
|Issue:||Up to CDN$8,000,000 aggregate principal amount of 12% Convertible unsecured subordinated debentures due on the Maturity Date, being one (1) year from the date of issuance (the “Debentures”).|
|Issue Price:||CDN$10,000 per Debenture (the “Principal Amount”).|
|Offering Basis:||Private placement on a commercially reasonable efforts agency basis without underwriting liability (the “Private Placement”).|
|Jurisdictions:||Eligible for sale in Canada, USA, and any other jurisdiction agreed to by the Issuer.|
|Interest:||12.0% per annum, payable on the Maturity Date. Interest shall be payable in cash or Common shares, at the option of the Issuer. If the payment is made in Common shares, it will be based on a price equal to 85% of the average closing price of the common shares of the Issuer (the “Common Shares”) for the period of 20 consecutive trading days ending five trading days before the payment date.|
|Maturity:||One (1) year from the date of issuance (the “Maturity Date”), the Issuer will repay the principal amount, at par plus accrued and unpaid interest by the issuance of common shares from the share capital of the Issuer (each a “Common Share”), each Common Share being issued at a price per Common Share being the lowest of either (i) the price per Common Share that will be used by the Issuer to complete its initial public offering (the “IPO”) and subsequent listing on a recognized Canadian stock exchange or (ii) a price of $0.25 per Common Share (collectively referred to as the “Conversion Price”).|
|Subordination:||The Debentures are direct, unsecured obligations of the Issuer.|
|Conversion:||Each Debenture is convertible at the option of the holder into Common Shares of the Issuer at any time starting after the closing date and prior to the close of business on the last business day prior to the Maturity Date at the Conversion Price.
Provided that the Subscriber has elected to exercise the conversion prior to the Maturity Date (Early Conversion), the Subscriber shall have an option in its sole discretion to concurrently convert any accrued and unpaid Interest (as defined herein) up to, but excluding, the date of the Early Conversion, in full or in part, into Common Shares (the “Interest Shares“) of the Issuer at the Conversion Price.
Fully subscribed Debentures will convert to 32,000,000 shares assuming immediate conversion. Total shares on a fully diluted basis are estimated to be 138,100,000 assuming immediate conversion.
Fully subscribed Debentures converting six months from issue date will convert to 33,920,000 shares. Total shares on a fully diluted bases converting six months from issue date are estimated to be 140,020,000.
Fully subscribed Debentures will convert to 35,840,000 shares at Debenture maturity. Total shares on a fully diluted basis are estimated to be 141,940,000 at maturity.
|Forced Conversion:||On a prior to the Maturity Date, the Issuer will be entitled to cause the holder of the Debenture to convert the Principal Amount and any accrued and unpaid interest into Common Shares at the Conversion Price should the volume weighted average price (the “VWAP”) of the Common Shares of the Issuer on any recognized Canadian stock exchange on which the Common Shares of the Issuer will be trading at that time, exceeds a price of $0.50 per Common Share during a ten (10) consecutive business days period (the “Forced Conversion”). In addition to the Common Shares to be issued to the Holder in the event of a Forced Conversion, the Holder shall receive, for each Common Share received in the event of a Forced Conversion, one half (1/2) warrant of the Issuer (each a “Warrant”), each full Warrant entitling the Holder to purchase one Common Share in the share capital of the Issuer at a price of $0.75 per Common Share for a period of 18 months from the date of issuance.|
|Debentures and/or Common Shares issued as a result of conversion of the Debentures and/or the Warrants, if applicable, are subject to a hold period ending on the later of either (i) 4 months and a day after the from Closing Date or (ii) 4 months after the Issuer becomes a reporting issuer in any province or territory in Canada.|
|Events of Default:||The following will be events of default under the terms of the Debentures (each, an “Event of Default”): (i) failure to pay any principal on any Debenture when due; (ii) failure to pay any accrued and unpaid interest on any Debenture when due, continued for a period of five (5) days; (iii) breach of any covenant or agreement of the Issuer under the Debenture. The Debenture will provide that if any Event of Default has occurred and is continuing, the Holder may declare the principal amount of the outstanding Debentures, together with accrued and unpaid interest on the Debentures then outstanding, to be due and payable.|
|Use of Proceeds:||The proceeds from the Private Placement will be used by the Issuer to finance its contemplated listing on the Canadian Securities Exchange and to provide the company with general working capital.|
|Eligibility:||RRSPs, RRIFs, RESPs, DPSPs and TFSAs.|
|Closing Date:||On or about November 15, 2018.|
We’d like to invite you to become part of the initial shareholders before we take the company public. There’s no catch here: here at Fusion Financial, we’re totally passionate about financial solutions for the cannabis industry, so we like to do what we can to help cannabis operators take the risk out of dealing in cash. Learn more about how you can participate as an equity shareholder:
- The Video Presentation
- The Pitch
If you would like to speak with a representative of the company, please submit your contact information below and a telephone call will be scheduled: