Vancouver, British Columbia–(Newsfile Corp. – November 3, 2020) – Buckhaven Capital Corp. (TSXV: BKH.P) (the “Corporation” or “Buckhaven“), 1271860 B.C. Ltd. (“Buckhaven Subco“), 1254688 B.C. Ltd. (“125“), and Ag-Mining Investments, AB (“Ag-Mining“) are pleased to announce that they have entered into a master agreement dated October 30, 2020 (the “Master Agreement“), which sets forth the terms and conditions upon which 125 will acquire Buckhaven by way of reverse takeover (the “Proposed Transaction“) in accordance with the policies of the TSX Venture Exchange (the “TSXV“). Upon completion of the Proposed Transaction, the combined entity (the “Resulting Issuer“) will continue to carry on the business of 125. It is intended that the Proposed Transaction, when completed, will constitute the “Qualifying Transaction” of Buckhaven pursuant to Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual (“Policy 2.4“).
Buckhaven and 125 will provide further details in respect of the Proposed Transaction in due course and will make available all information, including financial information as required by the TSXV and will provide, in a comprehensive press release to be disseminated at a later date, the required disclosure pursuant to Section 12.2 of Policy 2.4. Buckhaven and 125 continue to work on the necessary disclosure documents in connection with the Qualifying Transaction.
The Proposed Transaction
Under the terms of the Master Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation pursuant to the laws of British Columbia, whereby Buckhaven Subco will amalgamate with 125 forming a combined entity (“Amalco“), with Amalco being a wholly-owned subsidiary of Buckhaven. Immediately prior to or concurrently with closing of the Proposed Transaction, Buckhaven is expected to consolidate its issued and outstanding common shares (the “Buckhaven Shares“) on a 1.5 to 1 basis such that each holder of Buckhaven Shares shall be entitled to 1 post-consolidation Buckhaven Share for every 1.5 Buckhaven Shares held prior to such consolidation (the “Consolidation“) with the same effect upon each of the options and warrants of Buckhaven, and Buckhaven shall change its name to such name as determined by 125. Following the completion of the Proposed Transaction, the Resulting Issuer will have 100% ownership of Amalco and the Resulting Issuer will conduct the business of 125 under such name as determined by 125. Additional terms of the Proposed Transaction were previously disclosed in the press release of Buckhaven dated August 18, 2020, available under the Corporation’s SEDAR profile at www.sedar.com.
Pursuant to the terms of the Master Agreement, completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, completion or waiver of sponsorship, requisite shareholder and director approvals as may be required, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, and approval of the TSXV including the satisfaction of its initial listing requirements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
A filing statement will be prepared and filed in accordance with the policies of the TSXV.
Closing of the Proposed Transaction is conditional upon, among other things, 125 completing a brokered private placement of subscription receipts of 125 at a price per subscription receipt as determined by Sprott Capital Partners LP as the lead agent and 125, and on such other terms as Buckhaven and 125 may mutually agree (the “Concurrent Financing“). The details of the Concurrent Financing are currently being negotiated and further information regarding the Concurrent Financing will be provided in a press release, once available, at a later date.
The Buckhaven Shares are currently halted from trading, and the trading of Buckhaven Shares is expected to remain halted pending completion of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, and TSXV acceptance. Where applicable, the Proposed Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
All information contained in this press release with respect to Buckhaven and 125 was supplied by the respective parties, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) and applicable U.S. state securities laws. Buckhaven will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information please contact:
Buckhaven Capital Corp.:
Santo Iacono, President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
1254688 B.C. Ltd.
Fraser Buchan, Director
Ag-Mining Investments, AB
Alberto J. Morales, Chairman
Notice on Forward-Looking Information
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction and the Concurrent Financing. Although Buckhaven and 125 believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation and 125 can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Proposed Transaction and associated transactions, the ultimate terms of the Proposed Transaction and associated transactions differing from those that currently are contemplated, and the Proposed Transaction and associated transactions not being successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation and 125 undertake no obligation to comment on analyses, expectations, or statements made by third-parties in respect of the Corporation, 125, their securities, or their respective financial or operating results (as applicable).
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/67403