Toronto, Ontario–(Newsfile Corp. – December 24, 2020) – As previously announced on October 2, 2020, BuzBuz Capital Corp. (TSXV: BZBZ.P) (“BUZ” or the “Company“) and Inolife R&D Inc. (“Inolife“) have entered into a definitive business combination agreement dated October 1, 2020 (the “Agreement“) whereby BUZ will acquire all of the securities of Inolife by way of a three-cornered amalgamation (the “Transaction“), to form the resulting issuer (the “Resulting Issuer“).
Proposed Management of the Resulting Issuer
Upon completion of the proposed Transaction, the board of directors of the Resulting Issuer is expected to be comprised of Michael Wright, Derek Lindsay, Karen Dunlap, John Leumbruno and William Cleman.
Upon completion of the proposed Transaction, all existing officers of the Corporation shall resign and be replaced with officers appointed by the new board of directors. The following sets out the names and backgrounds of all persons who are expected to be directors, officers and insiders of the Resulting Issuer as the case may be upon closing of the proposed Transaction:
Michael Wright – President, Chief Executive Officer & Director
Mr. Wright is an entrepreneur with over 20 years of experience as a corporate executive. Mr. Wright studied at Concordia University and continued along his progressive Executive MBA program at Harvard University specializing in launching new ventures, which, collectively, contribute to his managerial and intellectual force. With over 25 years experience in the financial industry, Mr. Wright served many commercial industry leaders as well as traditional financial and institutional credit grantors. In addition, he was a Member of the Canadian Credit Institute and of the Credit Managers Association of Canada; his firm was licensed by the Consumer Protection Agency and the Access to Information Commission. Finally, Mr. Wright has strongly contributed to the Children’s Wish Foundation of Canada, where he has served as a volunteer for over 20 years, including 7 years as the Foundation’s President and Chairman of the Board for which he was awarded the Queen Elizabeth II Diamond Jubilee Medal of honor.
Veronique Laberge – Chief Financial Officer
Mrs. Véronique Laberge began her career in an accounting firm in 2005. She then participated in various certification mandates for private companies. Mrs. Laberge then chose to pursue her career in a management position in the field of professional services, an experience that will allow her to acquire solid expertise in the business world. In 2018, Mrs. Laberge returned to professional practice as a self-employed practitioner. Specializing in certification mandates, general accounting and as a consultant for public and private companies, she wishes to support companies in their financial management. Also a chartered professional accountant and holder of the title of auditor, she now has more than 12 years of experience in professional practice.
Nicky Canton – Chief Operating Officer
Mr. Nicky Canton has a background in industrial design engineering as well as business administration with more than 10 years of experience in product manufacturing, development, and regulatory compliance of healthcare products, and more particularly, the needle-free injection systems. As a problem solver and a critical thinker with a combination of strong analytical and creative skills, Nicky is the Chief Production Officer responsible for R & D and manufacturing activities of EPG B.V. As such, Mr. Canton developed a background and acquired an expertise in product development, risk management and regulatory compliance, and supplier management including but not limited to, manufacturing processes, injection molding, assembly of medical devices, sterile packaging and sterilization. Throughout his career, Mr. Canton has filed and obtained a number of patents related to technology of needle-free injection systems in China, Europe and the United States and is therefore knowledgeable with the regulatory procedures to obtain intellectual proprietary rights.
Derek Lindsay – Director
Derek Lindsay is a seasoned financial executive with extensive international experience. Mr. Lindsay has a proven track record raising equity/debt capital, and completing restructurings, acquisitions and buy-outs. He possesses a strong operational finance background, particularly in improved financial performance, cash management, reporting/ budgets, and internal controls. Derek also excels in improving risk management and relations with investors and other key stakeholders. He has a solid record of achieving objectives through innovative thinking and an effective management style. He has experience in the life sciences, fintech, software (SaaS), telecom and media sectors.
He is founder and managing partner of Sierra Financial Group, a consulting firm providing financial advice to high growth small and mid-sized companies. He has acted as CFO/CEO/ CRO. He was CFO of two public SAAS software companies that were sold to private equity firms as well as a public medical device company sold to a health care multinational. He has been the CFO of 7 public companies on the TSX, NASDAQ, or TSXV. Derek also brings wide experience from various senior financial roles at Aeroplan, BCE, Imasco and CIBC Wood Gundy. Mr. Lindsay is a board member of Quetzal POS, a B2B SAAS company focused on specialty retail. As well, he was an investor and board member of select emerging software and telecom companies. Derek holds an MBA from the Tuck School at Dartmouth College (USA).
Karen Dunlap – Director
Karen has retired from Sol-Millennium Medical, Inc., effective December 31, 2017, as Corporate Director, and President/COO. Sol-Millennium Medical was launched in North America through an acquisition of assets Karen had arranged from another syringe manufacture, which enabled Sol-Millennium to immediately go to market on the conclusion of this acquisition. In order to open other markets, Karen completed a Joint Venture in Brazil and immediately went to market and subsequently opened offices in the EU and UK. Karen’s background specializes in start-up companies bringing new technology to market, working together with end-users, manufacturing, marketing and sales on developing and design of safe medication delivery systems to meet the demands of the market. Karen has extensive experience in both domestic and international health care management covering all facets of business, including product development, manufacturing, operations, P & L, sales, marketing and strategic planning for a number of emerging medical technology companies. Along the way, Karen has developed strong relations within Distribution worldwide including Pharma on the launch of new products and has extensive knowledge and experience of the medical technology market, both clinically, and meeting the demands of a global market.
John Leombruno – Director
Dr. John Leombruno is a graduate of the University of Toronto Pharmacy Program and practiced several years as both a hospital and retail pharmacist. Dr. Leombruno then moved into the Pharmaceutical industry and held various roles of increasing responsibility, culminating in the position of Vice President, Medical Affairs. In 2007, Dr. Leombruno co-founded one of the first Specialty Pharmacies in Canada. The Specialty Pharmacy business grew to include a Patient Support Program division and a pharmaceutical importing and distribution business and was acquired by a multinational corporation. Dr. Leombruno has an excellent understanding of the regulations, marketing, distribution and sales of pharmaceuticals and medical devices.
William Cleman – Director
M. William Cleman is an experienced operating and financial executive in the retail and real estate sectors. Mr. Cleman is a corporate director and consultant. He retired as Chairman and Chief Executive Officer of Bouclair Inc., a Montreal-based retail chain in the home furnishings sector, in 2003. Previously, Mr. Cleman had held senior positions at Bouclair since 1994. From 1989 to 1994, he was a partner in Cleman Ludmer Steinberg Inc., a merchant bank. From 1971 to 1989, Mr. Cleman had a successful career at Steinberg Inc., a major food retailer and real estate company. His title at the time of his departure in 1989 was Executive Vice President, Steinberg and Chairman and Chief Executive Officer of Ivanhoe Inc. He holds a bachelor of commerce degree from McGill University (1970) and a Masters of Business Administration degree from the University of Western Ontario (1972).
As previously announced on August 7, 2020, the Company has agreed to make a loan of up to $225,000 to Inolife prior to completion of the Transaction upon approval of the TSXV (the “Loan“). Inolife intends to use the proceeds from the loan for ongoing operational costs, additional staffing, market and inventory.
In connection with the Loan, Inolife has agreed to grant a security interest in all of its assets and undertaking to the Company as evidenced by a general security agreement providing for a charge over all of Inolife’s assets, subject to customary permitted encumbrances, and guarantees executed by each subsidiary of Inolife. The security interest shall be a first ranking charge on the assets of Inolife having a marketable value of at least $300,000.
The Loan will be evidenced by a promissory note and bears an interest rate of 10% per annum, compounded and calculated monthly, and payable beginning on the 3rd month following the effective date. The principal amount of the Loan shall be repaid in full on the earlier of: (i) closing of the qualifying transaction between the Company and Inolife; (ii) termination of the qualifying transaction or the Agreement by either the Company or Inolife; and (iii) six months from the effective date of the Loan, subject to the terms and conditions of the loan agreement. Inolife shall have the right at any time to repay all or any part of the monies outstanding, without notice, bonus or penalty.
Filing Statement and Caution
Further details about the Transaction and the Resulting Issuer will be provided in the filing statement of BUZ to be prepared and filed in respect of the Transaction. Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the 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.
Trading in the BUZ Shares
Trading in the common shares in the capital of BUZ (the “BUZ Shares“) will remain halted pending the review of the proposed Transaction by the TSX Venture Exchange. There can be no assurance that trading in the BUZ Shares will resume prior to the completion of the Transaction.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the ownership ratio of the Company’s shareholders post-closing, and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The Company and Inolife assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
President and CEO
BuzBuz Capital Corp.
President and CEO
Inolife R&D Inc.
Global Capital Markets
Inolife R&D Inc.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/71005
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