Buzz Capital 2 Inc. Announces Execution of Business Combination Agreement with Heliene Inc. and Approval of Shareholder Meeting Matters

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Toronto, Ontario–(Newsfile Corp. – December 15, 2021) – Buzz Capital 2 Inc. (TSXV: BUZH.P) (“Buzz2” or the “Company“), a “capital pool company” pursuant to the policies of the TSX Venture Exchange (the “TSXV“), is pleased to announce that, further its news release dated October 5, 2021, it has entered into a definitive business combination agreement dated December 15, 2021 with Heliene Inc. (“Heliene“) and 1000047668 Ontario Inc., a wholly-owned subsidiary of the Company (“Subco“), in connection with the proposed business combination of Buzz2 and Heliene (the “Qualifying Transaction“) which transaction is intended to constitute Buzz2’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSXV). The completion of the Qualifying Transaction is subject to a number of conditions including obtaining the final approval of the TSXV.

Buzz2 Special Meeting of Shareholders Results

Buzz2 today announced the voting results from its special meeting of shareholders (the “Buzz2 Meeting“) held on December 6, 2021 in connection with its proposed Qualifying Transaction.

All matters put forth at the Buzz2 Meeting were unanimously approved including: (i) increasing the number of directors of the Company from four to six; (ii) the election of directors of the Company upon completion of the proposed Qualifying Transaction; (iii) the appointment and remuneration of a new auditor upon completion of the proposed Qualifying Transaction; (iv) the adoption of a new stock option plan; (v) the amendment of the articles of Buzz2 to consolidate its common shares on a 5.8714:1 basis; and (vi) the continuance of the Company under the Business Corporations Act (Ontario). Further details regarding the foregoing matters may be found in the management information circular of Buzz2 dated November 1, 2021 posted on www.sedar.com.

ABOUT BUZZ CAPITAL 2 INC.

Buzz2 is a capital pool company governed by the policies of the Exchange. The principal business of Buzz2 is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

ABOUT HELIENE INC.

Heliene Inc., an Ontario private company based in Sault Ste. Marie, is one of North America’s fastest-growing domestic solar PV module manufacturers serving the utility-scale, commercial, and residential markets. With an in-house logistics team and remarkably responsive support staff, Heliene delivers competitively priced, high performance solar modules precisely when and where customers need them to accelerate North America’s clean energy transition. Founded in 2010, Heliene is a highly bankable module manufacturer with production facilities located in Canada, Minnesota and Florida.

Further information on Heliene may be found on its website at: https://heliene.com/

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about Heliene’s and the Company’s future plans and intentions and completion of the proposed Qualifying Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Qualifying Transaction; the ability to obtain requisite regulatory and Heliene shareholder approvals and the satisfaction of other conditions to the consummation of the Qualifying Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Qualifying Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Qualifying Transaction; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Qualifying Transaction. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

For further information please contact:

Buzz Capital 2 Inc.
Patrick Lalonde
President and CEO
Tel.: 613-366-4242

Heliene Inc.
Annika Harper
PR Director, Antenna Group
Email: [email protected]

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular of Buzz2 or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Buzz2 should be considered highly speculative.

The TSXV has not in any way passed upon the merits of the proposed Qualifying Transaction and neither has approved nor disapproved the contents of this news release.

NOT FOR DISTRIBUTION TO UNITED STATES 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/107771