VANCOUVER, Nov. 21, 2019 /CNW/ - AmWolf Capital Corp.
("AmWolf" or the "Company") (TSXV: AMW.P) a
capital pool company ("CPC") as defined under Policy 2.4 –
Capital Pool Companies ("Policy 2.4") of the TSX
Venture Exchange (the "Exchange"), is pleased to announce it
has entered into a letter of intent dated November 15, 2019 (the "LOI") with Pontus
Water Lentils Ltd. ("Pontus"), a private company
incorporated under the Canada Business Corporations Act,
pursuant to which AmWolf and Pontus (each, a "Party" and
together, the "Parties") have agreed to complete a plan of
arrangement, amalgamation, or other statutory procedure (the
"Transaction") whereby AmWolf will acquire all of the issued
and outstanding common shares of Pontus (collectively, the
"Pontus Shares"). The precise terms of the Transaction,
including the structure of the Transaction, will be incorporated
into a definitive transaction agreement (the "Definitive
Agreement") to be negotiated between the Company and Pontus. In
connection with the Transaction, Pontus intends to complete a
non-brokered private placement to raise minimum gross proceeds of
$2,000,000 (the "Private
Placement").
The Transaction is subject to the approval of the Exchange, and
is intended to constitute the Company's Qualifying Transaction (as
defined in Policy 2.4). It is expected that the Company (following
the closing of the Transaction, referred to as the "Resulting
Issuer") will be listed on the Exchange as a Tier 2
Industrial issuer.
Pontus Water Lentils Ltd.
Pontus was founded in 2018, and is a private Victoria, British Columba-based agri-tech
company specializing in the sustainable farming of water lentils to
create a non-GMO plant-based protein product called Pure Plant
Protein Powder™ or Pontus P4™. Pontus' P4™ protein powder is a
42.1% pure plant protein, high in antioxidants, essential vitamins
and minerals, grown without the use of solvents, chemicals, dyes,
additives, preservatives or pesticides. Following the closing of
the Transaction (the "Closing"), the business of the
Resulting Issuer will be the business of Pontus.
The principal shareholders of Pontus (collectively, the
"Principal Shareholders") are, on an undiluted basis:
Steve McArthur – approximately
15.88%; Connor Yuen – approximately
13.63%; Alson Niu – approximately
13.38%; and 1173727 B.C. Ltd. DBA
Conquest Capital (a company incorporated under the laws of the
Province of British Columbia and
controlled by Messrs. Yuen and Niu) – 12.35%. All Principal
Shareholders are residents of British
Columbia.
A summary of Pontus' financial information will be included in a
subsequent press release once such financial information has been
obtained by the Company.
Summary of the Transaction
The LOI sets out the general terms of the Transaction as
currently contemplated by the Parties. The precise terms and
conditions of the Transaction will be contained in the Definitive
Agreement to be negotiated and entered into by the Parties. The
Parties have agreed to negotiate in good faith to reach the
Definitive Agreement on or before January
15, 2020, and consummate the Transaction on or before
March 31, 2020 (the "Closing
Date").
The Transaction will take the form of an arrangement,
amalgamation or other statutory procedure whereby all of the
outstanding Pontus Shares will be exchanged for such number of
common shares in the capital of the Company as is equal to the
number of Pontus Shares issued and outstanding on the Closing Date
(the "Consideration Shares"). Following the Closing, Pontus
will become a wholly-owned subsidiary of the Company. The
Transaction will be completed pursuant to, and in strict accordance
with, corporate law requirements and available exemptions under
applicable securities legislation. The Consideration Shares will be
subject to applicable resale restrictions, if any.
The completion of the Transaction is subject to the satisfaction
of various conditions as are standard for a transaction of this
nature, including but not limited to: (i) the Company having had
the reasonable opportunity to perform searches and other due
diligence, and being satisfied with the results of such due
diligence; (ii) receipt of all requisite consents, waivers and
approvals for the Transaction, including the approval of the
Exchange; (iii) the absence of any material adverse change in the
business, affairs or operations of AmWolf or Pontus; (iv)
completion of the Private Placement; and (v) Pontus having received
the requisite approvals from its shareholders for the
Transaction.
Assuming the completion of the Transaction, the minimum
subscription of the Private Placement, and that no convertible
securities of AmWolf are exercised, a minimum of 45,500,001 common
shares of the Resulting Issuer (each, a "Resulting Issuer
Share") are expected to be issued and outstanding on the
Closing Date of which approximately 12.1% Resulting Issuer Shares
will be held by the current shareholders of the Company,
approximately 58.6% will be held by the former shareholders of
Pontus, and 29.3% will be held by the subscribers under the Private
Placement.
The Transaction is an arm's length transaction and therefore
will not require shareholder approval under Policy 2.4.
Private Placement
In connection with the Transaction, it is anticipated that
Pontus will complete the Private Placement to raise minimum gross
proceeds of $2,000,000 by the
issuance of 13,333,333 Pontus Shares at $0.15 per share. There may be cash commissions
and/or broker warrants paid and/or issued to eligible finders in
relation to the Private Placement.
Directors, Officers and Insiders of the Resulting
Issuer
Following the Closing, it is expected that the following
individuals will be appointed as management of the Resulting
Issuer:
Connor Yuen, Chief Executive
Officer
Prior to his appointment as Chief Executive Officer of Pontus,
Connor Yuen climbed to the top 1% of
executives representing Amway Corporation, where he maintained that
position for 7 years. Following his time with Amway Corporation,
Mr. Yuen has taken his sales aptitude and shifted his focus to
understanding the securities and capital markets industry. Mr. Yuen
was also Co-Founder of Planet Preservation Vancouver, a
not-for-profit organization that provided free pick-up services of
recyclable items in Vancouver's
lower mainland.
Steve McArthur, Chief
Technology Officer
Steve McArthur is experienced
with aquaponic systems design and facility operations, and has
dedicated himself to the future of farming through this technology.
Mr. McArthur co-founded Pontus, Garden City Aquaponics Inc., and
Green Oasis Foods Ltd., and is currently working towards a degree
in engineering at the University of
Victoria. Mr. McArthur has also attended aquaponic training
with Nelson & Pade, Inc., NOA Fisheries, Green'n Aquaponic
Farms, You Grow Food, helped develop Metchosin Acquaponics, and
taken informative tours at Perfect Plants (Netherlands), Taste of BC Farms, Sunshine
Coast Aquaponics, Raincoast Aquaponics, Devon Nurseries, and Mason
St. Farms.
Officers and Directors
In connection with the Transaction, it is expected that the
officers and board of directors of the Company will resign and be
replaced by nominees determined by the Parties. Further information
regarding the proposed nominees of the Parties will be included in
a subsequent press release once such nominees have been
identified.
Sponsorship
Sponsorship of a Qualifying Transaction of a Capital Pool
Company is required by the Exchange unless an exemption from the
sponsorship requirement is available. The Company intends to apply
for a waiver from the sponsorship requirements. There is no
assurance that the Company will be able to obtain such a
waiver.
Finder's Fee
In connection with the Transaction, the Parties agree that
finder's fees may be paid concurrently with the Closing to eligible
finders who are not Related Parties to either Pontus or AmWolf, as
defined by the policies of the Exchange, up to the maximum amount
permitted by the policies of the Exchange and subject to approval
of the Exchange.
About AmWolf Capital Corp.
AmWolf Capital Corp. is a Capital Pool Company as defined by the
policies of the Exchange. The Company's principal business activity
is to identify and evaluate opportunities for acquisition of assets
or business. The Company is headquartered in Vancouver, British Columbia.
About Pontus Water Lentils Ltd.
Pontus Water Lentils Ltd. was founded in 2018, and is a
Victoria-based agri-tech company.
Pontus specializes in aquaponic farming through Closed
Environment Vertical Aquaponics System™ to create a sustainable,
non-GMO plant-based protein product: Pure Plant Protein Powder™ or
Pontus P4™. For more information, visit
www.pontuswaterlentils.com.
Additional Information
A comprehensive press release with further particulars relating
to the Transaction, including further particulars of the Resulting
Issuer and the Private Placement, will follow in accordance with
the policies of the Exchange. In addition, a summary of Pontus'
financial information will be included in a subsequent press
release.
All information contained in this press release with respect to
the Company and Pontus was supplied, for inclusion herein, by the
respective Parties and each Party and its directors and officers
have relied on the other Party for any information concerning the
other Party.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange 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.
Disclaimer for Forward-Looking Information
Certain statements in this press release are forward-looking
statements, which reflect the expectations of management regarding
the Company's completion of the Transaction and related
transactions. Forward-looking statements consist of statements that
are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future,
including but not limited to, the Company completing the
Transaction, the Company entering into the Definitive Agreement,
the completion of the Private Placement, the proposed officers of
the Resulting Issuer and the conditions to be satisfied for
completion of the Transaction. Such statements are subject to risks
and uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements, including risks related to factors beyond the control
of the Company. The risks include the following: the Parties may
not enter into the Definitive Agreement; the requisite corporate
approvals of the directors and shareholders of the Parties may not
be obtained; the Exchange may not approve the Transaction;
sufficient funds may not be raised pursuant to the Private
Placement; and other risks that are customary to transactions of
this nature. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if
they do occur, what benefits the Company will obtain from
them.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE AmWolf Capital Corp.
