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M&A / Property

MONAGHAN ANNOUNCES POTENTIAL QUALIFYING TRANSACTION WITH HARE PAYMENTS

By The Northwire Desk — AI Analysis Sep 15, 2025 · 14:52 EIRE · 0.025
EIRE · Price

Executive Summary

  • Monaghan Capital Fund Ltd. (TSXV: EIRE.P) has entered into a non-binding Letter of Intent (LOI) to acquire Hare Flagship Fund LP ("HARE"), which operates a digital payment platform, in a transaction anticipated to constitute a "Qualifying Transaction" under TSX Venture Exchange Policy 2.4.
  • Upon completion, the resulting entity will carry on the business of HARE and seek listing on the TSXV under the "Technology" industry segment. Current Monaghan shareholders will own 51% of the resulting issuer, while HARE shareholders will own 49%.
  • Trading in Monaghan shares has been halted pending the negotiation of a definitive agreement and exchange review. The transaction is subject to various conditions, including shareholder approval and regulatory filings, with a target closing date of March 1, 2026.

Key Details

  • Transaction Structure: The Proposed Transaction involves the acquisition of all outstanding shares and/or assets of HARE by Monaghan via purchase, amalgamation, merger, or similar arrangement.
  • Ownership Split: Post-transaction, existing Monaghan shareholders will hold 51% of the Resulting Issuer Shares, and HARE shareholders will hold 49%.
  • Concurrent Financing: HARE or its affiliates may complete a private placement of subscription receipts for aggregate gross proceeds of up to $1,000,000, with a 15% over-allotment option. These receipts will convert into units of HARE (common shares and warrants) prior to the transaction and exchange for Resulting Issuer units upon closing.
  • Share Consolidation: Prior to completion, Monaghan may consolidate its issued and outstanding common shares on a 2-for-1 basis (2 pre-Consolidation shares for 1 post-Consolidation share).
  • Current Share Capital: Monaghan currently has 12,288,000 pre-Consolidation common shares and 966,080 stock options outstanding.
  • Option Exchange: Existing HARE stock options will be exchanged for options of the Resulting Issuer on substantively the same terms.
  • Lock-up Period: A 90-day lock-up period applies from the date of the LOI, preventing either party from soliciting other transaction proposals.
  • Issuance Restriction: Until closing or termination, neither party may issue more than $250,000 in shares, options, warrants, debt, or other financial instruments without prior approval.
  • Closing Conditions:
    • Execution of Definitive Agreement before January 31, 2026.
    • Receipt of shareholder approval (if required).
    • Filing of required regulatory statements/circulars.
    • Conditional approval from the TSXV for the transaction and listing.
    • Completion on or before March 1, 2026.
  • Sponsorship: Monaghan intends to apply for a waiver from the TSXV sponsorship requirement for this Qualifying Transaction.
  • Board Changes: The new board of directors may issue additional stock options, RSUs, PSUs, or DSUs to directors, officers, employees, and consultants upon closing.
  • Business Description: Hare Payments is described as a next-generation platform for issuing and exchanging value, including gift cards and flexible payment solutions.

Notable Quotes

  • No direct quotes from the CEO or President were included in the text of the release.
Read the original news release →