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Rifco Inc. Provides Update on Court Proceedings and Confirms That the Proposed Management Buyout Will Not Be Proceeding

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Red Deer, Alberta–(Newsfile Corp. – November 27, 2020) – Rifco Inc. (TSXV: RFC) (“Rifco” or the “Company“), a leading Canadian alternative auto finance company, is providing an update on court proceedings and the proposed management buyout.

Further to the originating notice (“Originating Notice”) brought by 933672 Alberta Ltd., Tim Peterson, Ruth Peterson, ‎Sorbrick Capital Corp., 812787 Alberta Ltd., Big Country Holdings Ltd., Norman Storch and Jeffrey ‎Newhouse (collectively the “Concerned Shareholder Group”) the Company was successful in obtaining an adjournment of the matter on November 25, 2020. The submissions of the Concerned Shareholder Group requesting interim injunctive relief were denied by the Court of Queen’s Bench.

Although not restrained by the Court as requested by the Concerned Shareholder Group, the Company has been informed that the proposed management buyout of the Company will not be proceeding, as previously announced on November 25, 2020, due to a lack of meeting the condition for sufficient support from certain members of the Concerned Shareholder Group.

The Court provided that the Company would seek advice from the Court if it was to adjourn or cancel its Annual Meeting scheduled for December 11, 2020. The matter was adjourned to December 7, 2020 to allow for each side to present evidence and cross examine on such evidence.

About Rifco Inc.

Rifco Inc. is focused on being the best alternative auto finance company through its wholly owned subsidiary Rifco National Auto Finance Corporation. Our mission is to help deserving Canadians own automobiles.

Rifco seeks to create sustainable long-term competitive advantages through personalized partnerships with dealers, innovative products, the use of industry-leading data and analytics, and leading collections practices. Rifco’s corporate culture fosters employees that are highly engaged, innovative, and performance driven.

Caution Regarding Forward-Looking Information

This press release contains forward-looking statements with respect to the Company, including statements about the Company’s dividend policy and dividend payment, which constitute forward-looking statements‎. Forward-looking statements generally can be identified by use of forward looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include, without limitation, statements relating to future outlook and anticipated events such as continued results of operation and financial position, declaration of dividends, and continued business and operational trends. ‎Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, risks related to global pandemics including the COVID-19 global health pandemic, changes in government regulations, and the factors described under “Risk Factors and Management” in the Management’s Discussion and Analysis of the Company which is available at www.sedar.com. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Company has no obligation to update such statements except as required pursuant to applicable securities laws.

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.

All trade names are the property of their respective owners.

SOURCE Rifco Inc.

For further information: MEDIA CONTACTS: Rifco Inc.: William Graham, Chief Executive Officer, (403) 314-1288 ext. 7006.

CSE Bulletin: Fundamental Change – Major Precious Metals Corp. (SIZE)

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Toronto, Ontario–(Newsfile Corp. – Le 27 novembre/November 2020) – Major Precious Metals Corp., trading symbol SIZE has requalified following a fundamental change review.

Major Precious Metals Corp. (the “Company”) is a Canadian junior mining and exploration company operating out of Vancouver, British Columbia. The Company is engaged in the business of acquiring, exploring and developing natural resource properties with a focus on zinc, copper and silver mineral properties/projects. The company holds one-hundred percent interest in the Skaergaard precious metal project (the “Skaergaard Project”), pursuant to a definitive purchase agreement entered into with Platina Resources Ltd. (the “Vendor”). The Skaergaard Project consists of two exploration licenses located on the east coast of Greenland: the Grouse Mountain Property in the Omineca Mining District, British Columbia of 7 mineral claims.

Listing and disclosure documents are available on the issuers profile page.

_________________________________

Major Precious Metals Corp. (SIZE) s’est requalifié à la suite d’un examen de changement fondamental.

Major Precious Metals Corp. (la «Société») est une petite société minière et d’exploration canadienne opérant à Vancouver, en Colombie-Britannique. La Société est engagée dans l’acquisition, l’exploration et le développement de propriétés de ressources naturelles en mettant l’accent sur les propriétés / projets de zinc, de cuivre et d’argent. La société a actuellement un projet: la propriété Grouse Mountain dans le district minier d’Omineca, en Colombie-Britannique, avec 7 claims miniers.

Les documents de cotation et d’information sont disponibles sur la page de profil de l’émetteur.

If you have any questions or require further information please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com

Si vous avez des questions ou si vous avez besoin d’informations supplémentaires, veuillez contacter
le service des inscriptions au 416 367-7340 ou par courriel à l’adresse: Listings@thecse.com

Wade Dawe Early Warning Report

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Halifax, Nova Scotia–(Newsfile Corp. – November 27, 2020) –  Mr. Wade Dawe, of Halifax NS, announces the acquisition of common shares of Torrent Capital Ltd. (TSXV: TORR) (“Torrent”). On November 27, 2020, Kelligrew Inc., a company owned by Mr. Dawe, acquired 125,000 common shares of Torrent via acquisitions on the open market at an average price of $0.81 per share.

As a result of the acquisition, Mr. Dawe and entities he owns hold 5,850,334 common shares of Torrent, representing 24.3% of the 24,031,667 issued and outstanding common shares of Torrent as at November 27, 2020.

The common shares of Torrent were acquired for investment purposes. Mr. Dawe may increase or decrease his investment in Torrent depending upon future market conditions or any other relevant factors.

This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related TakeOver Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report dated November 27, 2020. The Early Warning Report respecting this acquisition has been filed on the System for Electronic Document Analysis and Review (“SEDAR’).

For further information, please contact:

Mr. Wade Dawe
(902) 422-1421

(signed) “Wade Dawe

Wade Dawe,
2001-1969 Upper Water Street,
Halifax, NS B3J 3R7

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69099

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Quendale Capital Corp. Provides Additional Information Regarding Qualifying Transaction

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Vancouver, British Columbia–(Newsfile Corp. – November 27, 2020) – Quendale Capital Corp. (TSXV: QOC.P) (“Quendale“), further to its press releases dated August 31, 2020 and November 17, 2020, is pleased to provide additional information in compliance with Section 12.2 of TSX Venture Exchange (“TSXV“) Policy 2.4 (the “CPC Policy“) regarding the proposed business combination (the “Transaction“) with a wholly-owned subsidiary of Quendale (“Quendale Subco“) and Prairie Storm Energy Corp. (“Prairie Storm“). It is expected that the Transaction will constitute the “Qualifying Transaction” of Quendale, as such term is defined in the CPC Policy.

Additional Information regarding Prairie Storm

Prairie Storm is a private oil and gas acquisition, exploration and development company incorporated on January 21, 2015 under the Business Corporations Act (Alberta). Since its inception in 2015, Prairie Storm’s activities have focused on identifying and acquiring strategic, growth-oriented oil and gas assets with proven oil and gas reserves and associated production. Prairie Storm has focused its activities on low-risk, economically attractive drilling opportunities, infrastructure ownership and growing reserves through proven enhanced oil recovery techniques.

No registered or beneficial shareholder of Prairie Storm owns, directly or indirectly, or exercises control or direction over more than 10% of any class of voting securities of Prairie Storm other than 1252841 B.C. Ltd. (12.4%), a company incorporated pursuant to the laws of the Province of British Columbia.

Summary of Selected Prairie Storm Financial Information

Below represents Prairie Storm’s financial highlights from the audited financial statements as at and for the year ended December 31, 2019 and the unaudited interim financial statements as at and for the six months ended June 30, 2020:

($ in Cdn) Six months ended June 30, 2020 Year Ended December 31, 2019
     
Financial results ($ 000s)    
Production revenue $                                                  7,913 $ 27,811
Processing income 444 757
Adjusted funds flow 3,843 11,029
per share – basic 0.05 0.14
  per share – diluted 0.05 0.14
Net income (loss) (15,661) (1,780)
per share – basic (0.21) (0.02)
  per share – diluted (0.21) (0.02)
Total assets 111,061 110,403
Total non-current financial liabilities 34,131 32,706
Return of capital 6,000
     
Weighted average shares – basic 76,332 76,332
Weighted average shares – diluted 76,332 76,332

 
Updates to Management of Result Issuer

As an update to Quendale’s press release dated August 31, 2020, it is now intended that upon completion of the Transaction, the individuals indicated below will be appointed as the officers and directors of Quendale upon completion of the Qualifying Transaction (the “Resulting Issuer“):

Hugh G. Ross, President, Chief Executive Officer and Director

Mr. Ross will assume the role of President, Chief Executive Officer and Director of the Resulting Issuer. In this capacity, Mr. Ross will be responsible for the execution of the strategic plan of the Resulting Issuer as well as implementing the decisions, guidelines and policies of the board of directors. Mr. Ross will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Ross was President, Chief Executive Officer of Prairie Storm from January 2015 to present and President, Chief Executive Officer of Novus Energy Inc. from March 2009 to July 2014, after which it was sold for proceeds of ~$320 million to Yanchang Petroleum International Ltd., which is a subsidiary of the fourth largest oil producer in China, Shannxi Yanchang Petroleum Group Co.

Mr. Ross has over 30 years experience in the oil and gas industry, having been co-founder, President and Chief Executive Officer of Gentry Resources Ltd., a Toronto Stock Exchange listed company. Under Mr. Ross’ stewardship, Gentry Resources Ltd. grew to over 5,000 boe/d of production and held approximately 430 net sections of undeveloped land in Southern Alberta until it was sold to Crew Energy Inc. in August 2008 for proceeds of approximately $300 million. He was also a founder of Stratic Energy Corp. and served as its President & CEO from April 1999 to August 2005. Stratic Energy Corp. was an international exploration company with exploration activities in Syria, the North Sea, Black Sea offshore Turkey, Gabon and Ivory Coast West Africa, and onshore Morocco. Stratic Energy Corp. was sold to EnQuest PLC, the largest independent oil and gas producer in the UK North Sea.

Ketan Panchmatia, Vice President, Finance, Chief Financial Officer and Corporate Secretary

Mr. Panchmatia will assume the role of Vice President, Finance, Chief Financial Officer and Corporate Secretary of the Resulting Issuer. In this capacity, Mr. Panchmatia will be responsible for the financial management of the Resulting Issuer including financial reporting, corporate accounting, budgeting and forecasting as well as stewardship of internal controls. Mr. Panchmatia will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Panchmatia was Vice President, Finance and Chief Financial Officer of Prairie Storm from January 2015 to present and Vice President, Finance and Chief Financial Officer of Novus Energy Inc. from March 2009 to October 2014.

Mr. Panchmatia is a designated accountant with over 30 years of finance and accounting experience in the oil & gas industry. Prior to Novus Energy Inc., Mr. Panchmatia was with Gentry Resources Ltd. until August 2008 at which time it was sold to Crew Energy Inc. Mr. Panchmatia held various positions throughout his career at Gentry Resources Ltd., and was eventually appointed Chief Financial Officer in 1996 and VP Finance in 2001. Mr. Panchmatia gained international exposure with his time at Stratic Energy Corp., where he held the positions of VP Finance and CFO from March 1999 through October 2005, at which time he left the company to more fully focus his efforts on Gentry Resources Ltd.

Julian Din, Vice President, Business Development and Director

Mr. Din will assume the role of Vice President, Business Development and Director of the Resulting Issuer. In this capacity, Mr. Din will be primarily responsible for the evaluation and execution of acquisitions, divestitures and swap transactions, investor relations and decisions relating to the capitalization and capital structure of the Resulting Issuer. Mr. Din will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Din was Vice President, Business Development of Prairie Storm from January 2015 to present and Vice President, Business Development of Novus Energy Inc. from March 2009 to October 2014.

Mr. Din holds a Masters of Business Administration (M.B.A.) from Pepperdine University and a Bachelor of Commerce (B. Comm) from the University of Calgary with 20 years of oil and gas experience. From 1994 to 2009 Mr. Din held various roles in the securities industry where he was primarily involved in raising equity and debt capital for public and private energy companies and advising companies concerning merger and acquisition activity.

Greg Groten, Vice President, Exploration

Mr. Groten will assume the role of Vice President, Exploration of the Resulting Issuer. In this capacity, Mr. Groten will be primarily responsible for technical aspects of exploration and development in the application of technology and the execution of operations in support of the Resulting Issuer’s strategic goals. Mr. Groten will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Groten was Vice President, Exploration of Prairie Storm from January 2015 to present and Vice President, Exploration of Novus Energy Inc. from March 2009 to October 2014.

Mr. Groten is a registered Professional Geophysicist with APEGA and is a registered Professional Geoscientist in British Columbia with over 30 years of technical and management experience to his role as Vice President of Exploration. Previously, he was VP Exploration of Novus Energy Inc., being one of the five executives which formed Novus Energy Inc. through the re-financing of Regal Energy Ltd. in March 2009. He has had roles of increasing responsibility both in geo-technical roles as well as in management at publicly traded companies, including his role as Vice President Exploration at Gentry Resources Ltd. until August 2008.

Michael Schmidt, Vice President, Engineering

Mr. Schmidt will assume the role of Vice President, Engineering of the Resulting Issuer. In this capacity, Mr. Schmidt will be primarily responsible for technical aspects of engineering and development in the application of technology and the execution of operations in support of the Resulting Issuer’s strategic goals. Mr. Schmidt will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Schmidt was a Senior Exploitation Engineer of Prairie Storm from January 2016 to present.

Mr. Schmidt is a registered Professional Engineer with APEGA and brings over 17 years of technical oil and gas experience to his role as Vice President of Engineering. He has had several technical roles of increasing responsibility at publicly traded companies, including Lightstream Resources and ARC Resources. Michael Schmidt, P.Eng, graduated from the University of Saskatchewan in 2003 and has had a wide exposure to industry with experience in exploitation, production, reserves evaluation and reservoir engineering.

Bruce G. Waterman, Director

Mr. Waterman will assume the role of Director of the Resulting Issuer. Mr. Waterman is currently a corporate director, currently serving on the Boards of Ovintiv Inc., Irving Oil Limited and Prairie Storm. Mr. Waterman retired in January 2013 from Nutrien Ltd. (formerly Agrium Inc.) as Executive Vice President, having held senior roles as Chief Financial Officer, as well as in business development and strategy since April 2000. He was Vice President and Chief Financial Officer of Talisman Energy Inc., a public oil and gas company, from January 1996 to April 2000. Prior to Talisman Energy Inc., Mr. Waterman spent 15 years at Amoco Corporation, including Dome Petroleum Limited, a predecessor company. At Amoco (a global chemical, oil and gas company which merged with British Petroleum in 1998), his roles included various positions in finance, accounting and business development.

Mr. Waterman holds a Bachelor of Commerce (Honours) from Queen’s University and is a Chartered Accountant. He was chosen as Canada’s CFO of the Year in 2008 and named a Fellow of the Institute of Chartered Accountants of Alberta in 2011. He is past Chair and a member of the Selection Committee of Canada’s CFO of the Year Award and is a member of the Advisory Board of FEI Canada’s CFO Leadership Beyond Finance Program.

Roderick Keith MacLeod, Director

Mr. MacLeod will assume the role of Director of the Resulting Issuer. Mr. MacLeod held the position of Chief Executive Officer and Chairman of the board of directors of Sproule and its subsidiaries, until his retirement on June 30, 2014. In this position, he was responsible for overseeing its Canadian, U.S., International, Unconventional and Project Management businesses. His worldwide experience at Sproule was primarily in the areas of reservoir engineering, oil and gas reserves/resource evaluations, expert witness testimony, investment advice and education. Mr. MacLeod lectured at the University of Calgary for many years and presented to industry on oil and gas disclosure related matters. Mr. MacLeod has been an industry advisor to the Alberta Securities Commission. He was one of the authors of the Canadian Oil and Gas Evaluation Handbook and a member of the Alberta Securities Commission’s industry taskforce, whose recommendations formed the framework for NI 51-101.

Mr. MacLeod is active with the Society of Petroleum Engineers having served as the Canadian Regional Director on the international board as well as chair of the Canadian Section. He is also a member of the Society of Petroleum Evaluation Engineers and Association of Professional Engineers and Geoscientists of Alberta. Mr. MacLeod is Lead Director of Paramount Resources Ltd., Chair of the Canada-Nova Scotia Offshore Petroleum Board and the Veschuren Centre for Sustainability in Energy and the Environment at Cape Breton University. He is also a director of Prairie Storm and ETX Systems Inc.

Trading Suspension

The common shares of Quendale are currently suspended from trading and are expected to remain suspended pending completion of the Transaction.

Additional Information

All information contained in this press release with respect to Quendale and Prairie Storm was supplied by the parties respectively for inclusion herein, without independent review by the other party, and each party and it’s directors and officers have relied on the other party for any information concerning the other party.

Additional terms of the Transaction were previously disclosed in the news releases of Quendale dated August 31, 2020 and November 17, 2020 and are available under Quendale’s SEDAR profile at www.sedar.com.

For further information:

Quendale Capital Corp.
Richard A. Graham, President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
(604) 488-8717

Prairie Storm Energy Corp.
Hugh G. Ross, President and Chief Executive Officer
(403) 774-2901

Julian Din, Vice President, Business Development
(403) 774-2904

Reader Advisory

Completion of the Transaction 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 filing statement to be filed 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 TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

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

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Transaction; the proposed structure by which the Transaction is to be completed; that the Transaction will constitute a Qualifying Transaction, as such term is defined in the CPC Policy; and the officers and directors of the Resulting Issuer. Quendale cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Quendale and Prairie Storm, including expectations and assumptions concerning Quendale, Prairie Storm, the Resulting Issuer, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable) and the satisfaction of other closing conditions in accordance with the terms of the amalgamation agreement entered into among Quendale, Quendale Subco and Prairie Storm dated November 16, 2020, as well as other risks and uncertainties, including those described in Quendale’s final prospectus dated May 10, 2018 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Quendale. The reader is cautioned not to place undue reliance on any forward-looking information. 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 press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Quendale does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69115

Whatcom Capital Corp. Updates Proposed Qualifying Transaction and Increases Non-Brokered Private Placement

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Vancouver, British Columbia–(Newsfile Corp. – November 27, 2020) – Whatcom Capital Corp. (TSXV: WHAT.P) (“Whatcom” or the “Company“) is pleased to provide an updated in connection with its transaction to acquire all of the issued and outstanding securities of NEXE Innovations Inc. (“NEXE“) as previously set out in its news releases dated August 11, 2020 and September 30, 2020 (the “Transaction“). Upon completion of the Transaction, the combined entity (the “Resulting Issuer“) will continue the business of NEXE as a “technology” issuer. The Transaction is intended to constitute the “Qualifying Transaction” of Whatcom, as such a term is defined in Policy 2.4 – “Capital Pool Companies” of the TSX Venture Exchange (the “Exchange“).

Due to increased demand, NEXE has increased the previously announced non-brokered private placement financing (see news release dated September 30, 2020) to 5,625,000 units (each a “Unit”) at a price of $0.80 per Unit for total proceeds of $4,500,000 (the “Non-Brokered Offering“). Each Unit will consist of one common share of NEXE and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase a common share of NEXE at a price of $1.00 per share for a period of twelve months from the date of closing. NEXE previously completed a brokered private placement (the “Brokered Private Placement“) of 11,437,500 subscription receipts (each, a “Subscription Receipt“) at a price of $0.80 per Subscription Receipt for aggregate gross proceeds of $9,150,000. The Brokered Private Placement was led by Canaccord Genuity Corp. (“Canaccord“) (see news release dated September 30, 2020).

Information on NEXE Innovations Inc.

NEXE Innovations Inc. is a private British Columbia-based advanced materials company which has developed a fully compostable (plant-based) single-serve coffee pod for use in Keurig Brewing Systems and was incorporated on April 27, 2015. NEXE purchased its facility in Surrey, British Columbia in 2016. In addition, NEXE has developed custom automation through its European and Canadian partners enabling NEXE to commercialize its proprietary capsules.

NEXE believes that the NEXE POD can eventually eradicate the waste created by single serve capsules. NEXE’s goal is to attract and sustain a significant portion of the single serve market, as there is a growing demand for environmentally friendly and sustainable products.

NEXE’s board of directors current consists of: Darren Footz, Ashvani Guglani and Steve Lockhart. Further, Mr. Footz is a control person of NEXE as he owns over 20% of the issued and outstanding shares of NEXE.

Updated Proposed Management of the Resulting Issuer

Subject to Exchange approval, on completion of the Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five (5) directors. Information with respect to certain of the proposed directors and officers of the Resulting Issuer is set forth below:

Darren Footz, Founder, CEO & Director

A serial entrepreneur, Mr. Footz is the past President of a coffee company that he built in less than 5 years from a small artisan roaster to a recognized national coffee brand. He is the innovative mind behind the 100% plant-based and fully compostable NEXE POD. His expertise, dedication and pioneering ideas are the backbone of our organization.

Ash Guglani, Vice-President & Director

Mr. Guglani spent 12 years in capital markets with a national investment bank in Vancouver. As an original founder of NEXE, he plays an integral role in helping NEXE in all capacities across financing (public, private and government), operations, and marketing.

Steve Lockhart, COO

Mr. Lockhart has over 20 years of experience in management positions with Choices Markets, a $100 million revenue local chain grocer. He played a key role in building the business from start-up to stability and profitability through the opening of 10 large retail stores.

Raj Kang, CFO & Corporate Secretary

Rajwant S. Kang is the founder & president of RSK Management Consulting Inc. a private company that provides management services and has over 25 years of accounting and finance experience. He has proficient knowledge of capital markets, raising capital, M&A and corporate regulation of publicly listed companies. Raj has an HND in Business and Finance from East Berkshire College in Berkshire, United Kingdom.

Haytham Hodaly, Director

Mr. Hodaly is currently the Senior Vice President, Corporate Development of Wheaton Precious Metals and brings with him more than 23 years of experience in analyzing mining opportunities. Prior to joining Wheaton Precious Metals, Mr. Hodaly had spent more than 16 years in the North American securities industry, most recently as Director and Mining Analyst, Global Mining Research, at RBC Capital Markets. Mr. Hodaly is an engineer with a Bachelor of Applied Science in Mining and Mineral Processing Engineering and a Master of Engineering, specializing in Mineral Economics, both obtained from the University of British Columbia.

Killian Ruby, Director

Mr. Ruby is the president and chief executive officer of Malaspina Consultants Inc. in Vancouver, and focuses on clients in the resource and junior public sector. Mr. Ruby advises clients on matters related to financial management and public company reporting, and is particularly adept at handling complex issues and multiple stakeholders with a collaborative, team-based approach. Prior to joining Malaspina, Mr. Ruby was an assurance partner at Wolrige Mahon LLP (now Baker Tilly Canada) working predominantly with resource and other junior public companies, and formerly was a senior manager with KPMG LLP working on a range of public companies and reporting issuers.

Graham Gilley, Director

Mr. Gilley is currently a Director of Enterprise Risk Management and Data Protection at Mulgrave School – The International School of Vancouver. For the past 15 years, he has been responsible for the leadership, innovation, governance, and management of the school’s operational, financial, and strategic risks. By developing tools, practices, and policies that analyze and report enterprise risks, he has been able to create and implement an enterprise risk management framework in compliance with applicable regulations and strategic priorities. Previously, Graham was Executive Director of Ideation & Development with Cloud9 Secure Digital Services, where he drove the creation of applications to help power mobile online banking in the Canadian market.

Contact Information

Darren Tindale
Chief Executive Officer, Chief Financial Officer, Director and Corporate Secretary
Tel: (604) 376-3567
Email: stonerockltd@gmail.com

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. 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 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 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.

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

Forward-Looking Statements

Certain statements in this release are forward-looking statements or information, which include completion of the proposed Transaction and related financing, development of technologies, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of COVID-19 or other viruses and diseases on the Company’s ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

There can be no assurance that the proposed Transaction or Concurrent Financing will be completed or, if completed, will be successful.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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/69108

Rifco Inc. Announces Correction to Due Bill Date on Previously Announced Special Cash Dividend

0

Red Deer, Alberta–(Newsfile Corp. – November 27, 2020) – Rifco Inc. (TSXV: RFC) (“Rifco” or the “Company“) advises that its news release of November 27, 2020 (the “Prior Release“) incorrectly identified December 4, 2020 as being two trading days prior to the Record Date. The due bill trading will commence on December 4, 2020, being one trading day prior to the Record Date. All defined terms have the meaning ascribed thereto in the Prior Release.

Caution Regarding Forward-Looking Information

This press release contains forward-looking statements with respect to the Company, including statements about the Company’s dividend policy and dividend payment, which constitute forward-looking statements‎. Forward-looking statements generally can be identified by use of forward looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include, without limitation, statements relating to future outlook and anticipated events such as continued results of operation and financial position, declaration of dividends, and continued business and operational trends. ‎Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, risks related to global pandemics including the COVID-19 global health pandemic, changes in government regulations, and the factors described under “Risk Factors and Management” in the Management’s Discussion and Analysis of the Company which is available at www.sedar.com. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Company has no obligation to update such statements except as required pursuant to applicable securities laws.

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.

All trade names are the property of their respective owners.

SOURCE Rifco Inc.

For further information: MEDIA CONTACTS: Rifco Inc.: William Graham, Chief Executive Officer, (403) 314-1288 ext. 7006.

Rifco Inc. Declares Special Cash Dividend of $0.35 per Common Share

0

Red Deer, Alberta–(Newsfile Corp. – November 27, 2020) – Rifco Inc. (TSXV: RFC) (“Rifco” or the “Company“), a leading Canadian alternative auto finance company, announces today that the board of directors of the Company has declared a special dividend of $0.35 per common share (the “Special Dividend“), payable in cash on December 10, 2020 (the “Payment Date“). Shareholders of record as of the close of business on December 7, 2020 (the “Record Date“) will be entitled to the Special Dividend. Payment of the Special Dividend is not subject to any conditions.

The TSX Venture Exchange (“TSXV“) has determined to implement “due bill” trading in respect of the Special Dividend. The due bill trading will commence on December 4, 2020, being two trading days prior to the Record Date through the Payment Date inclusively (the “due bill period“). Any trades that are executed on the TSXV during the due bill period will be identified to ensure purchasers of the shares receive the entitlement to the Special Dividend. Rifco’s common shares are expected to begin trading on the TSXV on an “ex-dividend” basis without an attached “due bill” entitlement to the Special Dividend on December 11, 2020, the trading day after the Payment Date. The due bill redemption date will be December 14, 2020.

The board of directors of the Company would like to highlight that as of the six month year-to-date period ending September 30, 2020, the Company reported net income of $3.9M ($0.18 per common share), and net cash flows from operating activities of $27.1M ($1.26 per common share), both on an IFRS basis.

Retained earnings as of September 30, 2020 amounted to $18.3M ($0.85 per common share). As of September 30, 2020, the company reported its book value to be over $30.0M, corresponding to $1.39 per common share on an IFRS basis. Furthermore, the Company has reported a cash balance exceeding $10.4M (exceeding $0.48 per common share) at the end of each of the last 2 quarters.

Further, and as previously reported earlier this year, the Company was the recipient of a $3.8M tax refund ($0.17 per common share) resulting from a recovery of previously prepaid taxes from 2015, 2016 and 2017.

The present board of directors of the Company would continue to evaluate its dividend policy going forward and anticipates that continued execution of the Company’s business model and strong financial results may put the Company in a position to consider a reoccurring dividend. The declaration and payment of dividends is at the discretion of the board of directors of the Company and any future declaration of ‎dividends will depend on the Company’s financial results, cash requirements, future prospects and other factors deemed relevant by the ‎board of directors of the Company.‎

The Special Dividend is designated by the Company as an eligible dividend as defined by the Income Tax Act (Canada) and any similar provincial ‎or territorial legislation.‎

About Rifco Inc.

Rifco Inc. is focused on being the best alternative auto finance company through its wholly owned subsidiary Rifco National Auto Finance Corporation. Our mission is to help deserving Canadians own automobiles.

Rifco seeks to create sustainable long-term competitive advantages through personalized partnerships with dealers, innovative products, the use of industry-leading data and analytics, and leading collections practices. Rifco’s corporate culture fosters employees that are highly engaged, innovative, and performance driven.

Caution Regarding Forward-Looking Information

This press release contains forward-looking statements with respect to the Company, including statements about the Company’s dividend policy and dividend payment, which constitute forward-looking statements‎. Forward-looking statements generally can be identified by use of forward looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include, without limitation, statements relating to future outlook and anticipated events such as continued results of operation and financial position, declaration of dividends, and continued business and operational trends. ‎Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, risks related to global pandemics including the COVID-19 global health pandemic, changes in government regulations, and the factors described under “Risk Factors and Management” in the Management’s Discussion and Analysis of the Company which is available at www.sedar.com. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on their behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Company has no obligation to update such statements except as required pursuant to applicable securities laws.

Non-IFRS Measures

Throughout this news release, management uses terms which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Specifically, management refers to adjusted net income. This measure does not have a standardized meaning under IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. A full description of this measure can be found in the management discussion and analysis that accompany the financial statements for the period ended September 30, 2020 available on the Company’s SEDAR profile at www.sedar.com.

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.

All trade names are the property of their respective owners.

SOURCE Rifco Inc.

For further information: MEDIA CONTACTS: Rifco Inc.: William Graham, Chief Executive Officer, (403) 314-1288 ext. 7006.

Lendified Reports Third Quarter 2020 Financial Results

0

Toronto, Ontario–(Newsfile Corp. – November 26, 2020) – Lendified Holdings Inc. (TSXV: LHI) (formerly, Hampton Bay Capital Inc.) (“Lendified” or the “Company“) announces it has filed its interim financial report for the three and nine months ended September 30, 2020 (the “Q3 Financial Report“) and related management and discussion (the “MD&A“). The Q3 Financial Report and MD&A can be found under the Company’s profile on www.SEDAR.com.

Business Highlights:

  • The Company entered into a definitive agreement in respect of the sale of its subsidiary, Lendified Technologies Inc. (“JUDI.AI”) and subsequent to the end of the third quarter completed the sale of JUDI.AI, as disclosed in the Company’s press release dated October 16, 2020.
  • In August, the Company completed a private placement of units of the Company for aggregate gross proceeds of $956,071.
  • The Company appointed John Gillberry as the new CEO and a Director of the Company, as well as appointed Guy Charette as Chair of the Board of Directors and Peter Ostapchuk as Chair of the Audit Committee.
  • The Company continued to rationalize and restructure operations to position the Company to continue to operate under the unprecedented circumstances of the COVID-19 pandemic, as well as being positioned to take advantage of unique market conditions which should result post-pandemic.

COVID-19 Update:

As the COVID-19 pandemic continues to impact the global economy, the Company has continued to take active steps to protect the health and safety of its employees, stakeholders and business. The Company continues to employ proactive measures such as providing for work from home, eliminating travel and closely following the guidelines issued by the applicable health and regulatory authorities. Given the economic effects of COVID-19, the Company has been undertaking reductions in its expenses by reducing staffing, streamlining operations and lowering its marketing and sales expenses, resulting in lower overall operating costs for the Company. During the third quarter, the Company also experienced a reduction of demand for small business loans partially as a result of the loan and subsidy programs introduced by the Canadian Federal Government for small businesses, as well as due to uncertainty in the future of the Canadian economy as a result of the impact of COVID-19.

ABOUT LENDIFIED HOLDINGS INC.

Lendified, a company located in Ontario, Canada, is a Canadian FinTech company operating a lending platform which provides working capital loans to small businesses across Canada through a wholly-owned subsidiary.

Further Information

For further information regarding Lendified, please contact:

John Gillberry, Chief Executive Officer and Director
1-844-451-3594
john.gillberry@lendified.com

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

This news release may contain forward-looking statements which reflect the Company’s current expectations regarding future events. The forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan, “estimate”, “expect”, “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. These forward-looking statements involve risk and uncertainties, any of which could cause results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements, including but not limited to, the impacts of general economic conditions, the COVID-19 pandemic and industry conditions. Many risks are inherent in the industries in which the Company participates; others are more specific to the Company. The Company’s ongoing quarterly filings should be consulted for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. Management assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise.

Avalon Announces Agreement to Acquire Elmtree Gold Project in Northeast N.B., $150,000 Bridge Financing, and Minimum $2.5 Million Concurrent Financing

0

Toronto, Ontario–(Newsfile Corp. – November 26, 2020) – Avalon Works Corp. (“Avalon” or the “Company“) is pleased to announce that it has entered into an agreement (the “Letter Agreement“) dated November 17, 2020 among Avalon, and Kevin Vienneau, Roy Bonnell, Nick Stajduhar and John Williamson, who are businessmen resident in Canada (collectively, the “Vendors“) for the acquisition (the “Acquisition“) of two mineral exploration properties respectively comprised of 24 and 25 contiguous mineral claims totalling 1,063,326 hectares in northeast New Brunswick known as the “Elmtree Gold Project” (the “Property“).

The Acquisition is anticipated to be completed by an amalgamation (the “Amalgamation“) of a wholly-owned subsidiary of Avalon (“Sub1“), which will acquire the Property, with another wholly-owned subsidiary of Avalon (“Sub2“), which will issue securities pursuant to Bridge Financing and Concurrent Financing (as defined below). In consideration for the Amalgamation, the security holders (other than Avalon) of Sub1 and Sub2 will exchange their securities for like securities of Avalon on a 1-for-1 basis, post-Consolidation (as defined below), upon closing (the “Closing“) of the Acquisition.

Pursuant to the Acquisition and the application for listing on the TSX Venture Exchange (the “TSXV“) as contemplated therein, the following steps will be necessary, subject to the policies of the TSXV:

  1. consolidation of all of the issued and outstanding securities of the Company on the basis of 4.9362-to-1 (the “Consolidation“);

  2. completion of a non-brokered equity bridge financing (the “Bridge Financing“) of up to $150,000, to be used in connection with the Acquisition subject to applicable policies of the TSXV, by way of a private placement offering of special warrants (the “Special Warrants“) of Sub2, a wholly-owned subsidiary of Avalon, which are exercisable for no additional consideration:

  1. at any time, into units (the “Bridge Units“) of the Company at a price of $0.375 per Bridge Unit, with each Bridge Unit comprised, on a post-Consolidation Basis, of one common share (each a “Bridge Share“) and one-half common share purchase warrant (each whole warrant a “Bridge Warrant“) of the Company; and each Bridge Warrant will entitle the holder to acquire a common share (on a post-Consolidation basis) of the Company at an exercise price of $0.75/common share for a period of 12 months from the date of issuance; or

  2. automatically upon Closing prior to February 28, 2021, into Bridge Units of Sub2 at a price of $0.375 per Bridge Unit, which Bridge Units shall be exchanged on Closing pursuant to the Amalgamation on a 1-for-1 basis for like securities of the Company, on a post-Consolidation basis;

  1. completion of a concurrent equity financing (the “Concurrent Financing“) of a minimum of $2,500,000 to a maximum of $6,000,000 by way of a private placement offering of units (the “Units“) of Sub2 at a price of $0.50 per Unit, with each Unit comprised, on a post-Consolidation basis, of one common share (each a “Share“) and one common share purchase warrant (each a “Warrant“) of Sub2; and each such Warrant will entitle the holder to acquire a Share of Sub2 at an exercise price of $0.75/common share for a period of 24 months from the date of issuance; and the Units shall be exchanged on Closing pursuant to the Amalgamation on a 1-for-1 basis for like securities of the Company, on a post-Consolidation basis;

  2. the common shares of the Company acquired upon Closing by subscribers under the Bridge Financing and Concurrent Financing shall not be subject to a four month hold or resale restrictions under applicable securities laws, subject to the policies of the TSXV; and

  3. completion of the purchase and Acquisition (the “Property Acquisition“) by the Company of the Project in consideration for payment of a purchase price of $7,350,000 through (i) payment of $350,000 cash to Kevin Vienneau; (ii) the issuance of 14,000,000 common shares (the “Purchase Shares“) of a wholly-owned subsidiary of the Company, Sub1; which shall be exchanged on a 1-for-1 basis upon Closing for 14,000,00 common shares of the Company on a post-consolidation basis after giving effect to a consolidation of all the issued and outstanding securities of the Company on the basis of at least 4.9362-to-1 at a deemed price of $0.50 per share; to Kevin Vienneau (2,400,000 Purchase Shares) and the other three (3) Vendors (each 3,866,666 Purchase Shares); and (iii) grant of a 2% net smelter returns royalty (the “2% NSR“) on the Elmtree Gold Project to Kevin Vienneau, all pursuant to the Letter Agreement, and shall pay a finder’s fee (the “Finder’s Fees“) to an arm’s length third party finder (the “Finder“) in the amount of $100,000 by issuance of 200,000 common shares of Sub2 at a deemed price of $0.50 per common share, which shall be exchanged upon Closing on a 1-to 1 basis for 200,000 common shares (the “Finder’s Shares“) of the Company (on a post-Consolidation basis).

The Property Acquisition, Bridge Financing, Finder’s Fees, and Concurrent Financing (the “Transactions“) will be subject to approval of the TSXV in connection with the Company’s application for listing on the TSXV. The securities of the Company issued at Closing in connection with the Bridge Financing, Finder’s Fees, and Concurrent Financing will not be subject to resale restrictions, in accordance with applicable securities laws, subject to the policies of the TSXV. Upon completion of the Property Acquisition, it is intended that the post-Consolidation common shares of the Company will be listed and posted for trading on the TSXV as a Tier 2 listed mining exploration issuer. The Transactions are expected to result in a “reverse takeover” of Avalon under the policies of the TSXV.

The Consolidation was previously approved by the shareholders of the Company at a shareholders meeting held on December 23, 2019, which is subject to approval of the board of directors of the Company and TSXV approval. To address requirements of TSXV policies, the Company intends to obtain approval for creation of a new control person by way of written approval of shareholders holding over 50% of the issued and outstanding common shares in the capital of the Company.

In regards to the Transactions, the Company specifically confirms that it will not be seeking shareholder approval under the policies of the TSXV for the Transactions as a reverse takeover because such approval is not required under the policies of the TSXV where: (i) the Transaction does not consist of “Related Party Transactions”; (ii) the Company is without active operations as it is not listed on any stock exchange; (iii) the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading upon completion of the Transaction; and (iv) shareholder approval of the Transaction is not required under applicable corporate or securities laws.

The net proceeds of the Bridge Financing will be used to pay Transaction-related expenses of the Company. The net proceeds of the Concurrent Financing will be used to fund exploration of the Elmtree Gold Project, and for working capital and general corporate purposes, as will be more specifically described in the Transaction disclosure document of the Company that will be used to describe the Transactions and the Elmtree Gold Project in greater detail, which will be publicly filed on SEDAR at www.sedar.com.

The Transactions are subject to a number of conditions, which among other conditions include:

  1. completion of an initial geological technical report (the “Initial Technical Report“) in respect of the Elmtree Gold Project completed in the name of the Company in accordance with National Instrument 43-101-Standards of Disclosure for Mineral Projects (“NI 43-101“) and filed under the Company’s profile on SEDAR;

  2. completion and delivery to the Company of written confirmation as to title to the Property (the “Title Confirmation“) confirming 100% ownership of the Elmtree Gold Project by the Vendors free and clear of encumbrances in a form satisfactory to legal counsel for the Company, acting reasonably;

  3. completion of satisfactory due diligence of the Company by the Vendors, and by the Company on the Elmtree Gold Project, prior to signing a definitive agreement by January 31, 2021 and in any event by no later than February 28, 2021, prior to closing the Transactions, which shall include all the customary terms and conditions for the size and nature of such a transaction reflecting the terms and conditions of the Letter Agreement;

  4. no material adverse change shall have occurred in the business or financial condition or affairs of the Company;

  5. the Company having no liabilities as at the date of Closing, other than reasonable costs and expenses incurred in the ordinary course of business in connection with the transactions contemplated herein, to any other party, including shareholders, directors and officers of the Company;

  6. the representations and warranties of the parties to the Letter Agreement being true and correct in all material respects as at the date of Closing;

  7. there being no material breach of the representations, warranties and covenants of the parties under the Letter Agreement;

  8. there being no prohibition under law against the completion of the Transactions; and

  9. receipt of all required regulatory, corporate and third party approvals, including approval of the TSXV.

Upon Closing, the directors of the Company will resign and up to five (5) nominees of the Vendors shall be appointed as directors, which will include Kevin Vienneau, Nick Stajduhar, Roy Bonnell, and John Williamson, who shall also be appointed on Closing as the new President and Chief Executive Officer of the Company.

The Company intends to apply to the TSXV for an exemption from the sponsorship requirements under the policies of the TSXV as a domestic issuer with suitable management, the Initial Technical Report, size of the Concurrent Financing, and a comprehensive disclosure document in respect of the Transactions, and will file the required filings in respect thereof.

Under the Letter Agreement, the parties have agreed to issue the Purchase Shares to the Vendors in consideration for the Elmtree Gold Project and geological technical information in connection therewith pursuant to the provisions of Section 85 of the Income Tax Act (Canada) and the Company will complete and necessary documentation and file any forms or elections in connection therewith.

The parties also agreed under the Letter Agreement that during the term of the agreement neither the Vendors nor the Company will solicit, facilitate of encourage a shareholder proposal or takeover bid in conflict with the Property Acquisition and the Vendors shall forthwith commence preparation of the Initial Technical Report and the Title Confirmation and pay all expenses required to maintain the Elmtree Gold Project in good standing. The Company agreed during the term to conduct its business in the ordinary course of business and not to issue and debt or equity other than under the transactions contemplated herein, not to declare or pay dividends or distribute any of the Company’s properties or assets, not to amend the Company’s Articles or Bylaws in any way to adversely affect the Property Acquisition, not to enter into any transaction or material contract not in the ordinary course of business. Each party will be responsible for their respective costs and expenses of the Transactions, and the Company will be responsible for all legal fees and disbursements related to preparation of the documents and filing fees, while the Vendors will be responsible for the costs and expenses of preparation of the Initial Technical Report and the Title Confirmation. The parties will hold all information received from each other in the strictest confidence, except such information available to the public or as required to be disclosed by law or as contemplated for the consummation of the Property Acquisition.

The Letter Agreement will terminate, other than with respect to confidentiality and costs and expenses of the Transactions, upon the earliest day on which one of the following events occurs: (i) written agreement of the parties; (ii) the Closing not having occurred by the outside date of Closing of 5:00 p.m. (Vancouver time) on February 28, 2021 or such later date as the parties may agree upon in writing; or (ii) if any applicable regulatory authority has notified the Company in writing that it will not permit the Property Acquisition to proceed.

The parties have agreed to issue a comprehensive disclosure document and related news releases more fully detailing the Transactions and other pertinent information as required pursuant to the policies of the TSXV as soon as practicably possible, which shall likewise be publicly disseminated and filed under the Company’s profile on SEDAR.

As a separate matter from the Transaction, the Company has also entered into an agreement (the “Termination Agreement“) with Leede Jones Gable Inc. (“Leede“) dated November 12, 2020 for the termination of an agency agreement in consideration for issuance to Leede of 100,000 common share purchase warrants (the “Termination Warrants“), each of which will be exercisable at a price of $0.50 per common share for a period of 24 months from the date of the Termination Agreement. The Termination Warrants and common shares issuable upon exercise thereof will be subject to a 4 month period resale restriction in accordance with the policies of the TSXV and applicable securities laws.

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 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 the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed Transactions and has neither approved nor disapproved the contents of this news release.

Neither the 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 press release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the use of proceeds from the Bridge Financing and Concurrent Financing, the expected timing for completion of the Transactions and components thereof, and the future plans or prospects of the Company. Generally, forward-looking information 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 state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management’s discussion and analysis which is available on the Company’s profile on SEDAR at www.sedar.com. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

For further information:

Michael Paul Clemann
Director
info@avalonworks.ca
Avalon Works Corp.
237 Argyle Avenue
Ottawa, Ontario
K2P 1B8

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69071

CSE Bulletin: Consolidation – Blackhawk Growth Corp. (BLR)

0

Toronto, Ontario–(Newsfile Corp. – Le 26 novembre/November 2020) – Blackhawk Growth Corp. has announced a consolidation of its issued and outstanding common shares on the basis of one (1) post-consolidation common shares for every twenty-five (25) pre-consolidation common shares.

As a result, the outstanding shares of the company will be reduced to approximately 15,963,278 common shares

The name and symbol will not change.

Please note that all open orders will be cancelled at the close of business on November 27, 2020. Dealers are reminded to re-enter their orders taking into account the share consolidation.

_________________________________

Blackhawk Growth Corp. a annoncé un regroupement de ses actions ordinaires émises et en circulation sur la base d’une (1) action ordinaire post-consolidation pour chaque vingt-cinq (25) actions ordinaires pré-consolidation.

Par conséquent, les actions en circulation de la société seront réduites à environ 15 963 278 actions ordinaires

Le nom et le symbole ne changeront pas.

Veuillez noter que toutes les commandes ouvertes seront annulées à la fermeture des bureaux le 27 novembre 2020. Il est rappelé aux courtiers de ressaisir leurs commandes en tenant compte du regroupement d’actions.

Trading on a Consolidated Basis/Négociation sur une base consolidée:

le 30 novembre/November 2020

Record Date/Date d’enregistrement:

le 1 decembre/December 2020

Symbol/Symbole:

BLR

NEW/NOUVEAU CUSIP:

09238B308

NEW/NOUVEAU ISIN:

CA09238B3083

Old/Vieux CUSIP & ISIN:

09238B209/CA09238B2093

 

If you have any questions or require further information please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com

Pour toute question ou information complémentaire, veuillez contacter Listings au 416 367-7340 ou par courriel à: Listings@thecse.com

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