Battery Road Capital Corp. Provides Updates Respecting Proposed Qualifying Transaction

Halifax, Nova Scotia–(Newsfile Corp. – June 2, 2021) – Battery Road Capital Corp., (TSXV: BTRY.P) (“Battery Road“), a capital pool company listed on the TSX Venture Exchange (the “TSXV“), is pleased to provide an update on its previously announced share exchange agreement dated as of October 10, 2020 (the “Definitive Agreement“) with E-Tech Kalapuse Mining (Pty) Ltd. (“E-Tech Namibia“) and the holders of all of the outstanding shares of E-Tech Namibia (the “E-Tech Namibia Parties“), which provides for the acquisition of all of the outstanding E-Tech Namibia Shares (the “E-Tech Namibia Shares“) by Battery Road and which will constitute the Qualifying Transaction (as such term is defined in policy 2.4 of the TSXV of Battery Road (the “CPC Policy“).

To give effect to the Definitive Agreement, parties will proceed to take several actions (collectively, the “Transactions“), including:

1. Battery Road will conduct a concurrent financing subscription receipts (the “Offering“) to convert into post-split shares of Battery Road;
2. Battery Road will conduct a stock split and name change;
3. convertible debentures of E-Tech Namibia (the “E-Tech Debentures“) will convert into ordinary shares of E-Tech Namibia;
4. the exchange of shares contemplated in the Definitive Agreement and the additional shares of E-Tech Namibia issued upon conversion of the E-Tech Debentures will occur (the “Share Exchange“);
5. subscription receipts issued under the Offering will convert into post-split shares of Battery Road; and
6. Battery Road will enter into a post-transaction support and services agreement with Numus Financial Inc. (the “Services Agreement“).

The Transactions remain subject to all necessary regulatory approvals and other conditions which are typical for a transaction of this type.

Extension Agreement

The parties to the Definitive Agreement have entered into an extension agreement dated March 31, 2021 increasing the amount of time parties have to complete the Transactions to June 30, 2021.

Amending Agreement

The parties to the Definitive Agreement have entered into an agreement dated June 2, 2021 amending the Definitive Agreement in several ways, including:

1. the Concurrent Private Placement (the “Offering“) will now be increased and conducted by Battery Road through the issuance of subscription receipts outlined below as opposed to a financing conducted by offering shares of E-Tech Namibia;
2. the parties now contemplate the completion of a stock split (the “Split“), on the basis of 2 post-split common shares of Battery Road (“Post-Split Shares“) for every 1 pre-split common share of Battery Road (“Pre-Split Shares“); and,
3. the exchange ratio of the Share Exchange will be adjusted for the Split such that each ordinary share of E-Tech Namibia shall convert into 111,111 Post-Split Shares.

Concurrent Private Placement -Subscription Receipt Financing

Battery Road has entered into an engagement (the “Offering Engagement“) with Numus Capital Corp. (the “Agent“), a subsidiary of Numus Financial, to complete the Offering of subscription receipts issued by Battery Road at a price of $0.25, each convertible into one Post-Split Share, subject to adjustment if the Split does not occur. Up to 20,000,000 subscription receipts will be offered on a “best efforts” private placement basis for aggregate gross proceeds to Battery Road of up to $5,000,000 in connection with the Share Exchange, assuming the full exercise at or before closing of the Offering of the over-allotment option described below. The minimum gross proceeds of the Offering will be $2,000,000.

Under the Offering Engagement, Battery Road has granted to the Agent an over-allotment option exercisable in whole or in part by the Agent at any time up to the closing date of the Offering in an amount of 4,000,000 Subscription Receipts. If the over-allotment option is exercised in full, the total gross proceeds of the private placement of Subscription Receipts will be $5,000,000.

The Subscription Receipts will be issued pursuant to a subscription receipt agreement to be entered into among Battery Road and Computershare Trust Company of Canada (the “Escrow Agent“), in its capacity as escrow agent thereunder. The specific attributes of the Subscription Receipts shall be set forth in the subscription receipt agreement.

Advertisement

On the closing of the Offering, the gross proceeds raised in connection with the Offering including any fees owed to the Agent, will be held in escrow on behalf of the subscribers by the Escrow Agent in investments that may be approved by the Agent, (the “Escrowed Funds“).

The Escrowed Funds (less the fees and any expenses payable by Battery Road to the Agent) will be released to Battery Road upon receipt by the Escrow Agent of a written joint notice of Battery Road and E-Tech Namibia stating that the Share Exchange contemplated in the Definitive Agreement has closed, at which time each Subscription Receipt shall automatically be exchanged for Post-Split Shares.

If the Transactions are not completed by 5:00 p.m. (Halifax time) on December 31, 2021 or such later date as Battery Road and the Agent may agree in writing or if, prior to such time, Battery Road advises the Agent in writing or announces to the public that it does not intend to satisfy the escrow release conditions outlined in the Subscription Receipt Agreement, and unless the requisite approval is obtained, all of the issued and outstanding Subscription Receipts will be cancelled and the Escrow Agent will return to each holder of Subscription Receipts, an amount equal to the Subscription Price for the Subscription Receipts held by such holder plus a pro rata share of any interest or other income earned on the Escrowed Funds (less applicable withholding tax, if any). To the extent that the Escrowed Funds are insufficient to refund each holder of Subscription Receipts, Battery Road shall be liable for and will contribute such amounts as are necessary to satisfy any shortfall.

In connection with the Offering Engagement, the Agent will receive, conditional upon closing of the Share Exchange (a) a cash commission equal to 7.0% of the aggregate gross proceeds raised by Battery Road from the sale of any Subscription Receipts in connection with the Offering; and (b) such number of convertible compensation warrants entitling the Agent to purchase that number of Post-Split Shares in Battery Road equal to seven percent (7%) of the Subscription Receipts in the Offering, with conversion terms adjusted if the Split does not occur. This is expected to equate to 1,400,000 Post-Split Shares after exercise of the warrants, assuming exercise in full of the over-allotment option. The compensation warrants may be exercised for a period of 24 months after the closing of the Transactions.

The proceeds of the Offering will be used after completion of the Transactions to facilitate exploration activities at the Eureka neodymium and praseodymium project, located in central west Namibia, and for general working capital purposes.

Loans Provided by Numus Financial and Other Parties to E-Tech Namibia

In order to satisfy certain financial obligation and to advance its exploration plans in advance of closing the Transactions E-Tech Namibia Parties entered into the unsecured, convertible E-Tech Debentures bearing interest annually at a rate of 12% that are convertible into ordinary shares of E-Tech Namibia at a rate of $12,000 per ordinary share. Under these debentures E-Tech Namibia is expected to have been loaned by the closing of the Transactions, in aggregate, up to $1,500,000 with an estimated $60,000 in accrued interest. The E-Tech Debentures, including interest, if converted on the date of this press release, would convert into an aggregate of approximately 130 ordinary shares of E-Tech Namibia, and, upon completion of the Split, would equate to 14,444,444 Post-Split Shares of Battery Road. This equates to a deemed price per Post-Split Share received under the E-Tech Debentures of $0.108.

A portion of the E-Tech Debentures are expected to be outstanding with non-arm’s length parties to Battery Road at the closing of the Transactions. An estimate of the expected outstanding E-Tech Debentures at closing follows:

Notes:

Advertisement

1. Actual amount of interest, and therefore Post-Split Shares ultimately received by each debenture holder, and price per Post-Split Share will vary depending on the date of conversion of the E-Tech Debentures.
2. Includes debentures held by Associated family members not listed individually and Affiliate, Brigus Capital Inc.
3. Includes debentures held by Affiliate John St. Capital Inc.
4. Includes debentures held by Affiliate Birchpoint Holdings Incorporated.
5. Related party to Numus Financial.

There is no finder’s fee or commission payable by E-Tech Namibia or Battery Road with respect to the E-Tech Debentures.

Approximately $210,750 of the E-Tech Debentures will assist in restructuring existing debt of E-Tech Namibia, $238,000 will be used to repay shareholder loans of shareholders of E-Tech Namibia, with remaining amounts providing funding exploration activities.

Share Split

Battery Road shall conduct the Split and Share Exchange such that the E-Tech Namibia Parties will receive Post-Split Shares (or equivalent amounts of Pre-Split Shares) and the Subscription Receipts (as defined below) issued in the concurrent financing, will subject to their terms, convert into Post-Split Shares, (or equivalent amounts of Pre-Split Shares) as well.

Effect of Transactions on Shares of Battery Road

The outstanding shares of Battery Road will be affected by the Transactions as follows:

This equates to a deemed amount of proposed consideration for the E-Tech Namibia Shares (including the convertible debentures and estimated interest after conversion) equal to, in aggregate, 36,666,667 Post-Split Shares, or 111,111 Post-Split Shares for each outstanding ordinary share of E-Tech Namibia. Each share of E-Tech Namibia is valued at $12,000, which equates to a deemed price per Post-Split Share of $0.108.

Other than the fees disclosed with respect to the Agent in the Offering, there are no finder’s fees or commissions in relation to the Transactions.

Identification of any interest of Non-Arm’s Length Parties to the CPC

Numus Financial has an interest in the Transactions through (i) E-Tech Debentures, which will convert to shares of E-Tech Namibia which will, in turn, be exchanged for shares of Battery Road; (ii) Offering Engagement of its subsidiary as Agent; and (iii) the Services Agreement it will enter with the Battery Road. James Megann, a director and shareholder of Battery Road, is a director, officer and minority shareholder of Numus Financial. Wade Dawe, a shareholder of Battery Road, is a director, officer and minority shareholder of Numus Financial.

Advertisement

Daniel Whittaker, Director of Battery Road, is the holder of E-Tech Debentures and is indirectly a subscriber in the Offering through Birchpoint Holdings Incorporated.

Certain subscribers in the Offering are related parties or insiders to Battery Road making up approximately 11% of the Offering:

Notes:

1. Related party to Battery Road as a result of common ownership.
2. Subscription by John St. Capital Inc. James Megan controls John St. Capital Inc.
3. Subscription by Birchpoint Holdings Incorporated. Daniel Whittaker controls Birchpoint Holdings Incorporated.

The Share Exchange does not constitute a “Non-Arm’s Length Qualifying Transaction” as that term is defined under TSXV policies.

Shareholder Approval

Battery Road will be seeking special shareholder approval for the Split and the name change. Battery Road will also be seeking disinterested shareholder approval of E-Tech Debentures, which will convert to shares of E-Tech Namibia which will, in turn, be exchanged for shares of Battery Road; (ii) the Offering Engagement; and (iii) the Services Agreement. Participation of related parties in the Offering fall below the threshold for shareholder approval under applicable securities laws. Battery Road is relying upon an exemption for shareholder approval required for the Offering under section 5.7(1)(b) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special transactions (“MI-61-101“) on the basis that the fair market value of the securities purchased by interested parties to the Offering is not more than $2,500,000 and the Offering has been approved by the independent director of Battery Road.

Further details of the Transactions, including a description of the background, review, and approval process at Battery Road, and specific uses of proceeds of the Offering will be contained in a management information circular to be sent to shareholders and made available via online in connection with the meeting to be called to approve elements of the Transactions.

Two elements of the Transaction (the Offering and Offering Engagement) are expected to be completed prior to 21 days from the date of this press release, provided however that funds from the Offering including compensation owing to the Agent under the Offering Engagement are placed in escrow only to be released contingent on closing of Qualifying Transaction, failing which proceeds of the Offering shall be returned to subscribers under the terms of the Subscription Receipt Agreement among Battery Road, the Agent, and Computershare Trust Company of Canada.

Valuation Exemption

Battery Road is relying upon the exemption from formal valuation requirements with relation to a related party transaction under section 5.5(b) of MI 61-101 because no securities of Battery Road are listed or quoted on specified markets outlined in that section of MI 61-101.

Advertisement

Insiders

Following completion of the Share Exchange, the following persons will be insiders:

John Philpott – Director

As president and CEO of Canabo Medical Corp, John led the executive team through a successful public listing for Canabo followed by managing the merger of Canabo with Aleafia Health Inc. in a transaction valued at $40 million resulting in combined operation with a market cap over $200 million at the close of the merger. Canabo was a venture backed company with the objective of becoming a leading clinic operation in Canada for the education of physicians, diagnosis and prescription fulfillment for medical marijuana patients; and to develop a leading patient research database to support the proliferation of medical marijuana products. In less than two years, he scaled the company from one Toronto clinic with two part-time physicians to 24 clinics across Canada, 140 recruited physicians supported by a national call center.

CanAm has been a leading physician recruitment and placement company in the Canadian and international markets for over 20 years. As CEO of CanAm Physician Recruiting, Inc., John consults with physicians, hospital administrators, government officials, and private clinic owners John and his associate recruiter staff have successfully placed and managed career transitions for over thousands of doctors. CanAm continues to thrive with a focus on the Canadian market.

Born and raised in Newfoundland, John graduated from Memorial University in St. John’s NFLD with a Bachelor in Mechanical Engineering in 1995 after completing a three-year Petroleum Engineering Technology program at the Cabot Institute of Applied Engineer Science. He worked as an engineer in Canada, the U.S., and overseas before founding CanAm Physician Recruiting Inc. in 1997.

In 2013, John became a member of Canadian Management Consultant (CMC) and obtained certification through the Executive stream in 2014. John is an active volunteer serving on numerous boards and executive committees such as CMC Atlantic Canada chapter, the Halifax Club (the oldest business club in North America), East Hants Sportsplex (a $22-million facility) and Oakfield Golf & Country Club. In his leisure time, John is an avid outdoorsman who enjoys golf, fly fishing, hunting and cooking.

Chris Drysdale – Director

Mr. Drysdale is an experienced professional with international experience in the mineral and exploration industry and currently serves as Vice-President Operations and Corporate Development for Antler Gold Inc., a gold exploration company focused on the acquisition and exploration of gold projects in Namibia. He has previously served as the Kenyan Country Manager for Stockport Exploration Inc., overseeing the operations for all aspects of its gold exploration and production activities throughout East Africa. Prior to that, Mr. Drysdale worked as a Field Exploration Geologist for Remote Exploration Services (Pty) Ltd., a geological consulting firm based out of South Africa servicing all aspects of the mineral industry. Mr. Drysdale has a progressive and diverse background with extensive work experience in Namibia, and has been involved in various mineral projects throughout Africa.

Mr. Drysdale received a BSc in 2010 and is currently enrolled in an MBA program at the University of Stellenbosch.

Advertisement

Daniel Whittaker – Director

Mr. Whittaker is the current CEO of Antler Gold Inc. and has held senior positions in the mineral industry for the last 20 years. Most recently, he was a founder of GoGold Resources Inc., a mineral exploration, development and production company. Daniel held senior management positions with GoGold from January 2008 to January 2016 and also served as a director of GoGold from inception to January 2013. He founded Ucore Rare Metals Inc. in 2006 and served as an officer and director to March 2008.

Mr. Whittaker holds a Bachelor of Arts in Economics Degree and a Masters of Business Administration from the Richard Ivey School of Business at the University of Western Ontario. He also has held the Chartered Financial Analyst designation from the CFA Institute since 1995.

Ken Marshall – Director

Ken Marshall has extensive experience in the Information Technology and Telecommunications Sectors, having served in various positions at Rogers Communications throughout his career. Mr. Marshall was the Senior VP, National Residential Marketing (Toronto) where he led the Wireline Marketing Group in the launch of the Ignite platform, and also served as the Regional President (Atlantic Region) and the Vice President – Enterprise Business Unit.

Mr. Marshall has spent his post telecom time working with emerging start-up organizations, and serves on the Boards of Genesis, Newfoundland and Labrador’s primary innovation hub and incubator; Celtx, an online platform for film, video and game production; eXeBlock Technology Corporation focusing on opportunities in digital identity and authentication; and Metricsflow, a B2B platform to significantly enhance website attribution.

Mr. Marshall obtained a Bachelor of Commerce (Hons.) from Memorial University in 1984 and a Masters Business Administration (Finance) from Dalhousie University in 1985.

Edward Loye – Director

Mr. Loye has worked on the characterization of Rare Earth Element deposits for 8 years, notably in Namibia and as a member of staff at Camborne School of Mines, University of Exeter, UK. Ed has developed an extensive network across the REE supply chain and played a key role in securing £2.7 million in 2014 from the UK Government for REE research within the Security of Supply RARE Programme. Mr. Loye managed the academic and industrial collaborators across this international consortium of REE experts.

In 2015, he co-founded E-Tech Metals to pursue and strategize the geological delineation and prospectivity of the Eureka Project in Namibia. Mr. Loye has since instigated metallurgical test work and managed the drilling and trenching campaigns on site.

Advertisement

Mr. Loye completed a BSc Applied Geology at the University of Plymouth, UK in 2000, a MSc Mining Geology in 2012 and a Masters by Research MRES in 2013 at the Camborne School of Mines, University of Exeter, UK. Mr Loye is a Fellow of the Geological Society of London FGA and a Master of Camborne School of Mines MCSM.

Elbert Loois- Chief Executive Officer

Elbert brings over 20 years of management and consulting experience for business development, M&A, and sustainable supply strategy within the raw materials, automotive, and clean technology industries. He has extensive experience in developing sustainable supply and off taking strategies. He has worked with international OEMs and tier 1 suppliers to develop critical material supply strategies.

He has been responsible for the portfolio management of international mining projects at RWE Power and has also served as CEO of the largest German mining consulting company, DMT-IMC. Furthermore, he worked as a senior mining engineer in opencast mining and underground projects and as R&D manager for operational mining technology.

Elbert completed an MBA from Alliance Manchester Business School in 2009, Additionally, he holds a Master of Science degree in Mining Engineering from Delft University of Technology in the Netherlands.

Rob Randall – Chief Financial Officer and Secretary

Mr. Randall has served as a contract CFO for a number of TSXV-listed companies and has extensive public company financial experience. Rob currently serves as the Chief Financial Officer of Torrent Capital, Sona Nanotech, Antler Gold Inc. and eXeBlock Technology Corporation. Rob was the Corporate Controller of Etruscan Resources Inc. from 1997 to 2011 overseeing the financial operations for all aspects of its gold exploration and production activities throughout West Africa, as well as its diamond operations in South Africa and resource exploration in Namibia. He also served as Controller of Nova Gold Resources Inc. from 1997 to 2001.

Rob graduated with a Commerce Degree from St. Mary’s University in Halifax and obtained his CA designation in 1987 with Coopers and Lybrand where he was appointed as a Principal in 1995. He is a member of CPA Canada and the Chartered Professional Accountants of Nova Scotia. Rob is active in his community as a Board member and Past Chair and Treasurer of the Nova Scotia Sport Hall of Fame.

Sponsor

Sponsorship of a Qualifying Transaction is required by the TSXV unless exempt or waived in accordance with the CPC Policy. Battery Road intends to apply for a waiver from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that a waiver will be provided.

Advertisement

Transition to new Policy 2.4

Due to changes recently announced by the TSXV to its Capital Pool Company program and changes to the CPC Policy, which become effective as at January 1, 2021 (the “New CPC Policy“), Battery Road intends to implement certain amendments to align with the New CPC Policy.

Pursuant to the New CPC Policy, Battery Road will be seeking approval at its special meeting of shareholders scheduled to be held on June 29, 2021 (the “Meeting“) for the following matters: (i) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of Battery Road’s date of listing on the TSXV (the “Listing Date“); and (ii) to amend the escrow release conditions and certain other provisions of Battery Road’s Escrow Agreement (the “Escrow Agreement“). These proposed amendments are described in further detail below. All other matters outlined in this press release will be brought forward at a subsequent shareholder meeting yet to be scheduled.

Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date

Under the Exchange’s Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the “Former Policy“) there are certain consequences if a Qualifying Transaction is not completed within 24 months of the Listing Date. These consequences include a potential for the common shares of Battery Road to be delisted or suspended, or, subject to the approval of the majority of Battery Road’s shareholders, transferring Shares to list on the NEX; and, cancelling certain seed shares. The New CPC Policy has removed these consequences if disinterested shareholder approval is obtained. Battery Road intends to ask disinterested shareholders to approve the removal of such consequences at the Meeting, as it believes that it will afford Battery Road greater flexibility to complete a Qualifying Transaction that is beneficial to all interested parties, and will also allow Battery Road to better withstand market volatility.

Amendments to the Escrow Agreement

Battery Road intends to ask disinterested shareholders to approve Battery Road making certain amendments to the Escrow Agreement, including allowing Battery Road’s escrowed securities to be subject to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month escrow release schedule in the Former Policy.

In addition, Battery Road wishes to amend the Escrow Agreement such that all options granted prior to the date the TSXV issues a final bulletin for the Qualifying Transaction (“Final QT Exchange Bulletin”) and all shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the shares issued in the IPO and (b) any shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.

Trading Halt

Trading in the common shares of Battery Road are presently suspended and will remain so until the Transactions are completed and approved by the TSXV.

Advertisement

About Battery Road Capital Corp.

Battery Road is a Capital Pool Company listed on the TSX Venture Exchange. Its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. Battery Road has not commenced commercial operations and has no assets other than cash.

For further information please contact:

Jim Megann, Director
Battery Road Capital Corp.
902-442-7192

Completion of the Transactions is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 Transactions, any information released or received with respect to the Transactions 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 TSXV has in no way passed upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Battery Road to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include the intention to complete the Qualifying Transaction, including the Split and Offering. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the Amalgamation Agreement; satisfying the requirements of the TSXV with respect to the acquisition and the qualifying transaction; consumer interest in Battery Road’s services and products; competition; and anticipated and unanticipated costs. While Battery Road anticipates that subsequent events and developments may cause its views to change, Battery Road specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Battery Road’s views as of any date subsequent to the date of this press release. Although Battery Road has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Battery Road. Additional factors are noted under “Risk Factors” in Battery Road’s initial public offering prospectus dated August 10, 2018, a copy of which may be obtained on the SEDAR website at www.sedar.com.

Completion of the Transactions is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions 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.

Advertisement

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/86255