VANCOUVER, BC, Dec. 11, 2020 /CNW/ - AmWolf Capital Corp.
("AmWolf" or the "Company") (TSXV: AMW.P)
provides the following update to supplement the disclosure related
to the Company's previously announced and conditionally approved
Qualifying Transaction, as defined under TSX Venture Exchange (the
"Exchange") Policy 2.4 – Capital Pool Companies
("Policy 2.4"), with Pontus Water Lentils Ltd.
("Pontus") and each of the respective Parties' (as defined
below) concurrent private placements (see news release dated
December 2, 2020).
Qualifying Transaction Update
The Company, 1253044 B.C. Ltd., a
wholly-owned subsidiary of AmWolf ("NewCo"), and Pontus
(collectively, the "Parties") continue to work towards the
closing of the Transaction (the "Closing") and, in
connection therewith, Pontus has set December 22, 2020 as the date of its special
meeting of shareholders where it will seek to approve the
amalgamation of NewCo and Pontus and, in connection therewith, the
continuation of Pontus out of the federal jurisdiction of the
Canada Business Corporations Act and into the Province of
British Columbia under the
provisions of the Business Corporations Act (British Columbia).
Concurrent Financing
The Company also announces that, further to its news releases
dated August 14, 2020, November 27, 2020 and December 2, 2020, the Parties have mutually
decided to conduct the previously announced Concurrent Financings
of Pontus and AmWolf entirely through AmWolf. In this regard,
Pontus will no longer seek to raise gross proceeds of at least
$500,000 to $1,000,000 through the issuance of Pontus Units
and, as a result, AmWolf will be increasing the total gross
proceeds to be raise in connection with the AmWolf Private
Placement to a minimum of $2,000,000
and a maximum of $4,500,000
(the "Concurrent Financing").
Closing of the Transaction
The Closing remains subject to the satisfaction of various
conditions standard for a transaction of this nature, including but
not limited to: (i) receipt of all necessary regulatory,
shareholder and third party consents, waivers and approvals,
including final Exchange approval; (ii) the absence of any material
adverse change in the business, affairs or operations of AmWolf or
Pontus, as applicable; and (iii) completion of the Concurrent
Financing.
The combined company that will result from the completion of the
Transaction (the "Resulting Issuer") will be renamed "Pontus
Water Lentils Ltd." and, subject to Exchange final approval, the
common shares of the Resulting Issuer will trade on the Exchange,
under the symbol "HULK". The business of the Resulting Issuer will
be the business of Pontus. It is expected that the Resulting Issuer
will be listed on the Exchange as a Tier 2 Industrial issuer.
All capitalized terms use but otherwise not defined herein shall
have the meanings ascribed thereto in the Company's filing
statement dated effective November 30,
2020 (the "Filing Statement") prepared in accordance
with the policies of the Exchange. A copy of the Filing Statement
is available under the Company's profile on SEDAR.
About AmWolf Capital Corp.
AmWolf Capital Corp. is a CPC 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
British Columbia-based agri-tech
company. Pontus specializes in aquaponic farming through
Closed Environment Vertical Aquaponics System™ or CEVAS™ system to
create a sustainable, non-GMO plant-based protein product: "Pontus
Protein Power+". For more information, visit
www.pontuswaterlentils.com.
Additional Information
All information contained in this news release with respect to
AmWolf and Pontus (each, a "Party" and together, the
"Parties") was supplied, for inclusion herein, by each
respective Party 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 CPC 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 news 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 on the terms and conditions of the Amalgamation
Agreement, or at all, the completion of the Concurrent Financing,
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 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 Concurrent Financing; 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 the 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.
