3 Sixty Risk Solutions Ltd. provided an update regarding its business and operations to company stakeholders.
Changes to the Board of Directors
David Beck has been appointed as Chairman of the Board of Directors. Committee Chairpersons have been established as follows: Audit Committee Chair, Nitin Kaushal, and Compensation Chair, Christian Grunt.
Margarita Simkin has been appointed to the Board of Directors. Ms. Simkin is co-founder and Chairwoman of INKAS Group of Companies and has been instrumental in building INKAS into a global brand specializing in products and services that aid with civilian safety, environmental protection, financial aid, security, logistics, fabrication and manufacturing.
Andrew Ellis has been appointed to the Board of Directors. Mr. Ellis served as Assistant Director of Operations (ADO) of the Canadian Security Intelligence Service (CSIS) and was strategically responsible for the leadership of all national operational programs.
Ariel Mashiyev has resigned as a Director of the Company for personal reasons. The Company thanks Mr. Mashiyev for his contribution to, and support of 3 Sixty Risk Solutions.
Changes to Management
Thomas Gerstenecker has decided to step down as Chief Executive Officer (CEO) of the Company. Mr. Gerstenecker founded and built 3 Sixty Risk Solutions. His efforts are greatly appreciated. The Company thanks him for his contribution to, and support of 3 Sixty. In addition, Mr. Gerstenecker has resigned from the Board of Directors effective immediately.
In addition to being a newly appointed Board Member, Andrew Ellis has been appointed interim CEO.
In addition to being a newly appointed Board Member, Margarita Simkin has been appointed interim Chief Operating Officer (COO).
Ernest Petrasovic has resigned as Chief Financial Officer (CFO). The Company thanks Mr. Petrasovic for his contribution to, and support of 3 Sixty. As Chair of the Audit Committee, Nitin Kaushal will provide oversight on the company’s financial operations as it seeks a replacement CFO.
Update on Financing
The Company announces that it has secured additional capital of $2.6 million through an asset-based lending facility (“ABL Facility”) with Pillar Capital Corp. (“Pillar”). The agreement will provide additional financial flexibility for the Company and is intended to support near term working capital. Pillar has been granted a General Security Agreement, including specific charges against owned and unencumbered equipment, registered in first position.
Additionally, 3 Sixty has also secured up to $4 million through the outsourcing of receivables (the “Receivables Facility”) with Sallyport Commercial Finance LLC (“Sallyport”). The agreement will provide additional financial flexibility to the Company and is intended to help fund the Company’s growth capital, in particular, leasehold improvements for impending accretive contract requirements. Under the terms of the Receivables Facility, the Company has agreed to a 12-month term to sell up to 90% of its accounts receivable to Sallyport.
The financing transactions were completed in reliance upon an order of the Ontario Securities Commission granted a partial revocation of the cease trade order (the “CTO”) against the Company’s securities in order to permit all trades and acts in furtherance of trades in connection with such financings.
Update on the Completion of 2019 Audit
The Company continues to work expeditiously to file all outstanding continuous disclosure documentation as soon as possible in order to apply for a full revocation of the CTO. Further advancement has been made on the issues previously announced as it relates to assessing the accounting for the Company’s acquisition of Total Cannabis Security Solutions (TCSS) in January 2019, and includes assessing the potential impact on the recoverability of intangible assets and goodwill in the interim financial statements, as well as assessing the accounting for transactions, post-acquisition in the TCSS business, prior to finalizing and filing the financial results for the fourth quarter and fiscal year ended December 31, 2019.
Any changes that result from this ongoing assessment of the TCSS transaction will be amended and restated in the interim financial statements and related Management Discussion and Analysis as applicable, prior to finalizing filing financial results for the fourth quarter and fiscal year ended 2019.
Based on the above, further information will be provided regarding the date of the Annual General Meeting in the near future.
About 3 Sixty Risk Solutions Ltd.
3 Sixty Secure Corp, a wholly-owned subsidiary, is a multi-national security services company. 3|Sixty proudly offers customized security solutions to public and private sector clients across the globe. Services include: cash in transit; high value storage; protective services; secured transport; high risk training, personal protection, and security risk management consulting. 3 Sixty has a staff of over 600 employees and operates a fleet of over 120 vehicles, with seven secure facilities nationwide and a combined security footprint of approximately 35 million square feet of patrolled area across Canada.