Mississauga, Ontario–(Newsfile Corp. – December 9, 2021) – 1290457 B.C. Ltd. (“129BC” or the “Company“) announces that it has entered into a binding agreement (the “Agreement“) dated December 6, 2021, with Clear Intradermal Technologies, Inc. (“ClearIT“) to complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by ClearIT (the “Transaction“).
Summary of the Transaction
The Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with the Company acquiring all of the shares of common stock in the capital of ClearIT (“ClearIT Shares“). The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice. The Transaction is an arm’s length transaction. The resulting issuer that will exist upon completion of the Transaction (the “Resulting Issuer“) will change its business to the current business of ClearIT. The Resulting Issuer intends to apply for the listing of Adjusted 129BC Shares (as defined below) on a recognized Canadian stock exchange (the “Exchange“), subject to compliance with the applicable listing requirements of the Exchange and receiving the Exchange’s approval.
Description of ClearIT and its Business
ClearIT is developing the ERASER™ System, a medical device, which employs a novel, patented and patent pending, non-thermal technology for the treatment of aesthetic and medical skin conditions. The ERASER™ System is initially being developed and clinically evaluated for the healthful, pain-free, single treatment removal of unwanted or regretted tattoos, a market that is underserved by standards of care. Future medical applications for the ERASER™ System beyond tattoo removal are also under consideration. The ERASER™ System, when cleared by the US FDA and other international regulatory agencies for use, may generate a significantly enhanced treatment opportunity for the dermatology market and investment opportunity for ClearIT shareholders.
Share Adjustment and Exchange of Securities
Pursuant to the terms of the Agreement, the Company will effect a consolidation or split (the “Share Adjustment“) of its issued and outstanding common shares (the “129BC Shares“, and following the Share Adjustment, the “Adjusted 129BC Shares“) prior to completion of the Transaction (the “Closing“), that results in the shareholders of the Company receiving shares that have a value of US$2.0 million (the “Shell Value“) based on the Seed Financing Price (as defined below). The Share Adjustment is subject to increase if ClearIT issues ClearIT Shares at a price that is less than the Seed Financing Price, in which case the number of Adjusted 129BC Shares resulting from the Share Adjustment shall be increased to that number of Adjusted 129BC Shares equal to the Shell Value divided by such lesser price.
In accordance with the terms of the Transaction, the holders of the issued and outstanding ClearIT Shares will be issued one (1) Adjusted 129BC Share or an economically equivalent number of Multiple Voting Shares (as defined below) (in each case, being shares of the Resulting Issuer) in exchange for every one (1) ClearIT Share held immediately prior to the Closing.
129BC Shareholder Approvals
Prior to the Closing, 129BC intends to diligently seek requisite shareholder approval by written consent (the “129BC Shareholder Approval“) to approve, among other things, (i) a change of its name to such name as may be requested by ClearIT and approved by the Exchange (the “Name Change“); (ii) the Share Adjustment; (iii) the creation of a new class of multiple voting shares (the “Multiple Voting Shares“), if determined necessary; (iv) the election of nominees of ClearIT (the “Clear Nominees“) to the board of directors of the Resulting Issuer conditional upon the completion of the Transaction; (v) the Transaction or a component thereof (as may be required or as appropriate in lieu of one or more of the foregoing); and (vi) such other matters as ClearIT may reasonably request in connection with the Transaction.
As part of, and as a condition to the Closing, ClearIT will complete one or more private placements of ClearIT Shares to raise aggregate gross proceeds of up to US$10,000,000 (the “Seed Financing“), and, as part of the Seed Financing, expects to close an initial tranche (the “Initial Seed Financing“) as soon as reasonably practical following the date hereof for gross proceeds of a minimum of US$2,500,000 at a price of US$0.7558 per share (the “Seed Financing Price“).
Subscription Receipt Financing
During the period commencing 120 days after the completion of the Initial Seed Financing, ClearIT directly or through a newly formed special purpose financing vehicle (“Finco“), will complete a brokered private placement (the “Subscription Receipt Financing” and, together with the Seed Financing, the “ClearIT Financings“) of subscription receipts (“Subscription Receipts“) to be led by one or more appointed agents (the “Agents“) at a price per Subscription Receipt (the “Issue Price“) to be determined in the context of the market for targeted gross proceeds of a minimum of US$25,000,000. Each Subscription Receipt would be convertible, for no additional consideration, into one (1) common share of Finco (each a “Finco Share“), which Finco Shares shall be exchanged at no additional consideration for Adjusted 129BC Shares or Multiple Voting Shares (as applicable) by way of (a) an amalgamation among the Company and Finco; (b) a share exchange transaction between the Company and the holders of Finco Shares; or (c) an amalgamation transaction with similar effect. Subject to market conditions at the time of pricing the Subscription Receipt Financing, instead of Finco Shares, the Subscription Receipts may be convertible into units (“Finco Units“) comprised of Finco Shares and warrants (“Finco Warrants“) exercisable to acquire Finco Shares on the terms and conditions to be determined in the context of the market. In addition, compensation options (“Compensation Options“) to acquire either Finco Shares or Finco Units may be issued on the terms and conditions to be determined in the context of the market.
In addition to the completion of matters discussed herein, the completion of the Transaction is subject to a number of customary conditions, including: (a) receipt of all required consents or approvals, including Exchange listing approval; (ii) completion of the Transaction on or before June 30, 2022, or such other date as may be agreed upon by the parties; (iii) no prohibition at law existing for completion of the Transaction; (iv) escrow agreements being entered into pursuant to the policies of the Exchange; (v) approval of the Transaction and all matters related thereto require to be approved by the shareholders of 129BC and ClearIT; (vi) the representation and warranties of each of 129BC and ClearIT being true and correct as of the date of the Closing; and (vii) no material adverse change of each of 129BC and ClearIT.
Management and Board of the Resulting Issuer
Upon the Closing, all of 129BC’s current directors and executive officers will resign and the board of directors and executive officers of the Resulting Issuer will be comprised of the nominees of ClearIT.
Further details about the proposed Transaction, the ClearIT Financings and the Resulting Issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that any information released or received with respect to the Transaction in this news release may not be complete and should not be relied upon.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Investors are cautioned that, except as disclosed in the management information circular or listing 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 129BC should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
About 1290457 B.C. Ltd.
1290457 B.C. Ltd. is a public company with no current activities or operations.
For more information, please contact:
1290457 B.C. Ltd.
CEO & Director
Clear Intradermal Technologies Inc.
Chief Executive Officer
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; the terms of the proposed ClearIT Financings; the Share Adjustment; the Name Change; the current business of ClearIT; the business and operations of 129BC and ClearIT following the Closing; and expected directors and officers of the Resulting Issuer following the Closing and the ability of the Resulting Issuer to fulfill the listing requirements of the Exchange and receiving the Exchange’s approval.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the ability of each of the Company and ClearIt to continue as a going concern; continued approval of the activities of ClearIt by the relevant governmental and/or regulatory authorities; the continued growth of ClearIt; the ability of ClearIt and the Company to finance and complete the proposed Transaction; and risks associated with the ability of the Resulting Issuer to fulfil the listing requirements of the Exchange.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, including the approval of the Exchange; the risk that the Exchange may not approve the Transaction; that factors may occur which impede or prevent ClearIT’s future business plans; and other factors beyond the control of 129BC and ClearIT. There can be no assurance that such 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 the forward-looking statements and information contained in this news release. The terms and conditions of the Transaction and the ClearIT Financings may change based on the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, 129BC and ClearIT assume no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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