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GetSwift Discloses Details of Proposed Settlement of Australian Class Action

September 28, 2021

GetSwift Discloses Details of Proposed Settlement of Australian Class Action

GetSwift Technologies Limited (NEO:GSW) (“GetSwift” or the “Company”), a leading provider of last mile SaaS logistics technology, today as a result of market regulatory requirements announced that has disclosed details of its previously announced Heads of Agreement (HOA) for a settlement with law firm Phi Finney McDonald and Therium Capital Management (Australia) Pty Ltd. and Mr. Raffaele Webb (the “Applicant“) in connection with the class action proceedings before the Federal Court of Australia (the “Court“). GetSwift’s Board of Directors, including each independent director, believe the terms of the proposed settlement under the HOA are in the best interests of The Company and its shareholders. The HOA contains no admission of liability or wrongdoing by GetSwift Limited or Mr. Joel Macdonald, a President and Director of The Company, and neither GetSwift Limited nor Mr. Macdonald or any of its executives acknowledges any liability or wrongdoing by entering into the HOA. GetSwift expects that the HOA and the final settlement will enable The Company and its current management to focus on growth, innovation, product launches, and market capture. The terms of the proposed settlement are expected to eliminate uncertainty and expense associated with this litigation matter and ideally realize an appropriate market capitalization for The Company, enabling it to use resources that would otherwise have been devoted to litigation for continued expansion, benefitting all stakeholders including shareholders, clients, partners, the class and employees. Terms of the settlement are as follows: The Settlement Sum to be paid by The Company is the aggregate amount derived from the following Settlement Formula, with each component amount (“settlement payment“), if payable, to be paid at or by the dates and times set out below. A reference in this Schedule to an event occurring on or by a particular date means on or by 5pm in New York, New York, United States of America, on that day.
  1. A first settlement payment of AU$1.5m, to be paid in instalments as follows:
    1. AU$500,000 within 7 days of the date of execution of the Deed;
    2. AU$500,000 due by 7 October 2021; and
    3. AU$500,000 due by 7 January 2022.
  2. During the term of 3 years from the date of the parties executing a Deed of Settlement (“Fundraising Term“), settlement payments equaling 8% of any funds raised by The Company by way of capital raising, with each such amount to be paid within 6 weeks of the amount being collected by The Company.
  3. During the Fundraising Term, The Company is to raise capital equivalent to 10% to 20% of its pre-raising market capitalisation at the point in time that:
    1. it first hits any of the following market capitalisation levels (in CAD):
      1. $100m;
      2. $250m;
      3. $400m; and
    2. the market capitalisation remains at the level in 3.a.i – iii (as applicable) on average for 4 weeks following the date it first hit that market capitalization.
  4. In any of the three 12-month periods comprising the Fundraising Term, if no funds are raised by capital raising:
    1. the Respondents and/or The Company will be required to make a settlement payment equal to 5% of The Company Group’s revenue from contracts with customers (“revenue“) during the 12- month period ending on the most recent quarterly reporting date prior to the conclusion of the relevant 12-month period (“revenue percentage“) within 4 weeks of expiry of the period; however
    2. if 4(a) applies in respect of the first year of the Fundraising Term, the required settlement payment under 4(a) will be not be payable until the conclusion of the second year of the Fundraising Term.
  5. Subject to clause 6 below, during any of the three 12-month periods comprising the Fundraising Term, for any capital raising undertaken by The Company where the amount of funds raised is less than 20% of The Company’s pre-raising market capitalisation, then:
    1. the Respondents and/or The Company will be required to make a settlement payment calculated on the same revenue percentage basis as clause 4 above within 4 weeks of expiry of the relevant 12-month period; however
    2. the amount payable will be discounted based on the amount of funds raised applying the following formula:
      1. the revenue percentage payable will be the percentage equivalent to 25% of the percentage amount by which the relevant capital raising is less than 20% of The Company’s market capitalisation; such that (by way of example);
      2. if the capital raising is 10% of The Company’s market capitalisation, the revenue percentage payable is 2.5%; whereas
      3. if the capital raising is 15% of The Company’s market capitalisation, the revenue percentage payable is 1.25%.
  6. If The Company conducts more than one capital raising during any of the 3 twelve-month periods comprising the Fundraising Term, then for the purpose of the calculation of any revenue percentage settlement payment for that period, the two or more capital raisings will be treated as one capital raising. For instance, if:
    1. The Company conducted two capital raisings during a single 12-month period for amounts of 5% and 10% of The Company’s market capitalisation at the relevant times;
    2. The Company’s market capitalisation was CAD200m at the time of the first capital raising and CAD250m at the time of the second capital raising; and
    3. this resulted in raisings of CAD10m and CAD25m respectively; then
    4. the weighted average revenue payment would be calculated premised on the extent to which CAD35m (the combined amount raised) fell short of being 20% of CAD225m (the weighted average market capitalisation); and
    5. the relevant percentage per (d) would be about 15.5%, such that the revenue percentage payment for that 12-month period would be a single payment of about 1.11% of annual revenue.
  7. All payments are to be made in Australian dollars. The rate of exchange to be used in calculating the amount of currency equivalent in Australian dollars is the closing exchange rate reported in The Australian Financial Review on the preceding Business Day before payment is made.
Forward-Looking Statements Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Forward-looking Statements in this press release include statements related to the process of obtaining Court approval of the terms of the Settlement, the likelihood of entering into the Deed on terms acceptable to the parties, and the impact of the proposed settlement on the Corporation. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation’s expectations include, without limitation, the availability of the Court to approve the terms of the settlement, the determination by the Court or any party to the HOA that the terms of the settlement are not acceptable, the ability of the Corporation to negotiate the final terms of the settlement with the parties to the HOA, and certain other risk factors set forth in the Prospectus under the heading “Risk Factors”. The Corporation undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement. About GetSwift Technologies Limited Technology to Optimize Global Delivery Logistics GetSwift is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the “GetSwift Offering“). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations. GSW is headquartered in New York and its common shares are listed for trading on the NEO Exchange under the symbol “GSW”. For further background, please visit www.getswift.co.
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Announcements Commercial

Harris Pogust Joins Bryant Park Capital as Senior Advisor

By John Freund |

Bryant Park Capital (“BPC”) a leading middle market investment bank and market leader in the litigation finance sector, is pleased to announce that Harris Pogust has joined the firm as a Senior Advisor.  Harris (Mr. Pogust) is one of the best known and prominent attorneys in the mass tort and class action fields, he was the founding partner and Chairman of Pogust Goodhead worldwide until early 2024 and is currently working with Trial Lawyers for a Better Tomorrow, a charity Harris founded, to help children reach their educational potential all over the world.  Harris’ life work has been to deliver justice for those who have been damaged or injured through the negligence or bad faith of others.

“We are thrilled to have Harris as part of our team.  His knowledge, experience and relationships in the litigation finance sector are of great value to Bryant Park and our clients.  As the litigation finance world becomes more competitive, complex and challenging, having an expert like Harris on our team is invaluable,” said Joel Magerman, Managing Partner of Bryant Park.

Harris’ efforts, in conjunction with Bryant Park will focus on assisting law firms and funders in developing strategies to more efficiently fund their operations and cases and assist them in establishing the right relationships for future growth.  Harris commented, “I have been fortunate to have been a practicing attorney and partner in law firms for over 35 years focused on building and growing a worldwide book of business in the class action/mass tort field.  That required significant capital and throughout my career I have raised over $1 billion for my firms.  I have learned what works and what doesn’t.  I have seen both the risks and rewards in this industry.  I look forward to being able to work with law firms and funders to assist them in putting the right strategies in place with Bryant Park and bringing capital and liquidity to help them grow and flourish.”

About Bryant Park Capital

Bryant Park Capital is an investment bank providing capital raising, M&A and corporate finance advisory services to emerging growth and middle market public and private companies. BPC has deep expertise and a diversified, well-founded breadth of experience in a number of sectors, including specialty finance & financial services. BPC has raised various forms of credit, growth equity, and assisted in mergers and acquisitions for its clients. Our professionals have completed more than 400 assignments representing an aggregate transaction value of over $30 billion.

For more information about Bryant Park Capital, please visit www.bryantparkcapital.com.

Announcements Commercial

Therium Capital Advisors Launched to Provide Litigation Finance Advisory Services

By John Freund |

Therium Capital Advisors (TCA) announced today the launch of its independent advisory services business dedicated to helping claimants, law firms and corporates to source, structure and secure litigation finance. TCA offers end-to-end support including funding strategy, investor engagement, financial modelling, deal structuring, ongoing case management and secondary market advisory. Based in London, the firm is advising on deals in the UK, continental Europe and Australia.

Therium Capital Advisors is led by litigation funding pioneer Neil Purslow and co-founded by investment banker Harry Stockdale. Neil has over 16 years of experience in litigation finance, raising capital and investing worldwide across all forms of litigation finance from single cases funding through to portfolio, corporate and law firm funding arrangements. Harry was previously head of UK M&A at investment bank Haitong with twenty years of experience in investment banking, advising law firms and litigation funders on complex financial transactions.  

TCA is the first advisory firm to provide clients with advisory services that are backed by a deep understanding of litigation finance investing coupled with the financial and transactional expertise of investment banking. Therium Capital Advisors bridges the gap between claimants, law firms and corporates on the one side and existing and new sources of institutional capital on the other.  Through the combined expertise of its founders, TCA opens up the investor universe that is available to clients and drives quality in the investment propositions, efficiency in the funding process and competition in the funding market.

TCA exclusively advises claimants, law firms and corporates, ensuring that it remains conflict-free.  The firm advises across the full range of legal assets including single case and portfolio funding, law firm financing, financing options for corporates and existing portfolios of legal assets.   

Neil Purslow, co-founder and Managing Partner of Therium Capital Advisors said: “We are at a pivotal moment in the development of the legal finance industry, given the relative paucity of traditional funding capital available.  However, we are seeing a shift towards new categories of investors in legal assets who want exposure to this uncorrelated asset class. By leveraging our unrivalled experience across both litigation funding and investment banking, we are assisting our clients to navigate this landscape with confidence, speed and understanding, and we provide them with access to a broader set of funding options and to meet their funding needs efficiently and cost effectively.”

Harry Stockdale, co-founder and Partner of Therium Capital Advisors said: “We are bringing an investment banking mind set to the litigation funding world which has developed largely without the benefit of specialist advisors. This professionalisation of the funding process will make the sector more efficient and accessible to a wider audience of investors in addition to the traditional litigation funders. We are already seeing the benefit of this, for both clients and investors alike, and is part of the maturing of litigation finance as an asset class.”

Therium Capital Advisors provides the following services to claimants, law firms and corporates:

  • Deal Preparation: Preparing funding propositions to be investment-ready.
  • Capital Sourcing: Identifying and engaging with suitable funders and capital providers from across the spectrum of legal assets investors.
  • Financial Modelling and Analysis: Providing robust financial modelling and scenario analysis to evaluate deal structures and model returns.
  • Investor Materials and Outreach: Advising on the preparation of investor-facing materials and documentation, inserting rigour and discipline to ensure efficiency in the funding process.
  • Co-Funding: Advising on the identification and engagement of potential co-investors to optimise risk-sharing and capital raising.
  • Negotiating Funding Terms: Leading negotiations with investors to secure terms which balance commercial viability with the interests of the funded party.
  • Deal Structuring and Documentation: Advising on deal structures and overseeing the drafting and execution of all relevant documentation.
  • Post-Funding Case Management: Providing ongoing monitoring, reporting, and servicing support post-funding on behalf of the claimant, to manage risks and support positive case outcomes.
  • Secondary Market Advisory: Advising on secondary transactions of existing legal assets including sub-funding arrangements and exits.

More information can be found at: www.therium.com/theriumcapitaladvisors

Announcements Commercial

Gryphon Law Launches as Contingency-Fee Firm for International Disputes

By John Freund |

A new player is entering the international disputes arena—this time with a distinct twist on legal funding. Gryphon Law has officially launched as the first law firm globally to specialize in contingency-fee representation for cross-border disputes.

Gryphon Law aims to offer an alternative to third-party litigation funding by shouldering the cost of legal claims in return for a share of the outcome. Based in New York and with plans to expand into London and Miami, the firm targets clients who might otherwise turn to traditional funders, offering instead to partner with them directly through performance-based fee structures.

The firm was founded by John Templeman, a seasoned international disputes attorney qualified in New York, England & Wales, and Australia, who previously held roles at leading global law firms. Templeman has assembled a multilingual team capable of handling the full lifecycle of international litigation and arbitration in English, Spanish, and French—from initiation to enforcement. Co-founding the venture is Daura Dutour, an 18-year disputes veteran with experience in the U.S., France, and Haiti, supported by three additional associates.

Templeman stated: "I believe there's a real opportunity in the market to provide clients with an appealing alternative to third party funding, particularly in the sub-US$30 million value range below where many of the funders operate. I've been fortunate to assemble a world-class team of disputes lawyers who share this vision – we're looking forward to contributing to this rapidly evolving field.”

Gryphon Law’s business model suggests a more vertically integrated approach to litigation finance—embedding the funder role within the law firm itself. For clients, this could mean greater alignment of interests, fewer intermediaries, and possibly reduced costs when compared to traditional third-party funding arrangements.