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Early Warning Report Issued Pursuant to National Instrument 62‐103 Shareholders Report Holdings in LifeSpeak Inc.

CNW Group
·4 min read

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, March 14, 2024 /CNW/ - Effective today, Michael Held ("Held"), the President, Chief Executive Officer and Director of LifeSpeak Inc. ("LifeSpeak") acquired 1,644,980 shares of common stock ("Shares") of LifeSpeak at a price of C$0.60791 per Share for total consideration of C$999,999.79 (the "Held Transaction") and Nolan Bederman ("Bederman"), the Executive Chair of the Board and Director of LifeSpeak acquired indirectly 822,490 Shares of LifeSpeak at a price of C$0.60791 per Share for total consideration of C$499,999.90 (the "Bederman Transaction"), in each case on a private placement basis pursuant to the rules of National Instrument 45-106 – Prospectus Exemptions. This press release is being disseminated as required by National Instrument 62‐103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report.

Prior to the Held Transaction, Held had ownership of, or control or direction over 10,265,915 Shares (comprised of 1,446,041 Shares held directly and control or direction over 8,819,874 Shares held by Grasshopper Holdings LP, Ladybug Holdings Inc., Krista Mussell and Grasshopper Equity Holdings Inc., together, the "Held Related Entities"), representing 20.16% of the then issued and outstanding Shares and held vested options exercisable into Shares (the "Held Options") to acquire an additional 933,333 Shares. If the Held Options were exercised, Held would have had beneficial ownership of, or control or direction over, 11,199,248 Shares, representing 21.60% of the then outstanding Shares.

Following the Held Transaction, Held has ownership or control over 11,910,895 Shares (comprised of 1,446,041 Shares held directly, and control or direction over 10,464,854 Shares held by the Held Related Entities), representing 20.14% of the currently issued and outstanding Shares. If the vested Held Options are exercised, Held will have beneficial ownership of, or control or direction over, 12,844,228 Shares, representing 21.38% of the then outstanding Shares.

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Prior to the Bederman Transaction, Bederman had ownership of, or control or direction over 4,867,684 Shares (comprised of 1,043,390 Shares held directly and control or direction over 3,824,294 Shares held by NBFT Capital LP Trust, Nolan Bederman Family Trust and NBFT Capital Holdings Inc., together, the "Bederman Related Entities"), representing 9.56% of the then issued and outstanding Shares and held vested options exercisable into Shares to acquire an additional 933,333 Shares ("Bederman Options"). If the Bederman Options were exercised, Bederman would have had beneficial ownership of, or control or direction over, 5,801,017 Shares, representing 11.19% of the then outstanding Shares.

Following the Bederman Transaction, Bederman has ownership or control over 5,690,174 Shares (comprised of 1,043,390 Shares held directly, and control or direction over 4,646,784 Shares held by the Bederman Related Entities), representing 9.62% of the currently issued and outstanding Shares. If the vested Bederman Options are exercised, Bederman will have beneficial ownership of, or control or direction over, 6,623,507 Shares, representing 11.03% of the then outstanding Shares.

None of Held, Bederman, the Held Related Entities or the Bederman Related Entities has any current plans or future intentions which relate to or would result in any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) in the early warning report filed with the press release (the "Early Warning Report").

In accordance with applicable securities laws, Held, Bederman, the Held Related Entities or the Bederman Related Entities may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of LifeSpeak in the open market or otherwise, and Held, Bederman, the Held Related Entities or the Bederman Related Entities reserve the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of LifeSpeak and other relevant factors.

The head office address of LifeSpeak is 49 Wellington Street East, Suite 301, Toronto, Ontario M5E 1C9.

For further information please refer to the Early Warning Reports to be posted on LifeSpeak's SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting Held or Bederman at 416-687-6695.

SOURCE Michael Held and Nolan Bederman

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View original content: http://www.newswire.ca/en/releases/archive/March2024/14/c4080.html