HOLLAND LANDING, Ont., Oct. 29, 2022 (GLOBE NEWSWIRE) — Inscape Corporation (“inscape” or the “company“) (TSX: INQ) announced today that it has entered into a support agreement with HUK 121 Limited (the “Offerer“), a subsidiary of Hilco Capital Limited UK (“Hilco’), under which the Bidder has agreed to submit a tender offer to acquire all outstanding Subordinated Voting Shares of the Company (the ‘shares‘) for $0.007 in cash per share (the ‘price offer’) by way of a friendly takeover bid (the ‘offer“).

In connection with the Offering, certain shareholders of the Company (the “Blocked Shareholders‘), which together represent over 80% of the shares, have entered into ‘hard’ lock-up agreements with the Offeror under which these shareholders have agreed to support the Offer and to deposit their shares in the Offer (the “Lock out”).

The Company also announces that it has entered into a loan agreement (the “Loan Agreement”) with HUK 116 Limited, another subsidiary of Hilco, for the establishment of a new $5 million demand-backed credit facility. The new credit facility will be used by the company for working capital and other corporate purposes.

The Board of Directors of Inscape, after consultation with financial and legal advisors, has unanimously approved the completion of the Support Agreement and unanimously recommends to the Company’s shareholders (the “shareholders’) are depositing their shares in the offering. On October 28, 2022, the board of directors of Inscape received an oral statement from Evans & Evans, Inc. that the offer price is fair from a financial perspective to the company’s shareholders. The Opinion was based on and is subject to the assumptions made, procedures followed, matters considered, and limitations and limitations of the verification performed, which are more fully described in the written Opinion to be filed by Evans & Evans, Inc., which is attached to the Inscape Directors. ..