/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
EDMONTON, AB, April 8, 2021 /CNW/ - Blackheath Resources
Inc. (TSXV: BHR) ("Blackheath") and Wolverine Energy and
Infrastructure Inc. ("Wolverine") (TSXV: WEII) are pleased
to announce the closing of the brokered private placement of
subscription receipts (the "Subscription Receipts") of Green
Impact Operating Corp. ("BR Subco"), a wholly owned
subsidiary of Blackheath, as previously announced on February 16, 2021, for aggregate gross
consideration of $100 million,
pursuant to an agency agreement with a syndicate of agents
including RBC Dominion Securities Inc., as sole bookrunner, Echelon
Wealth Partners Inc. and National Bank Financial Inc., as co-lead
agents, together with TD Securities Inc., Cormark Securities Inc.,
Haywood Securities Inc., Stifel Nicolaus Canada Inc. and Peters
& Co. Limited.
Each Subscription Receipt will entitle the holder thereof to one
post-consolidation common share of the Resulting Issuer upon
completion of the Transaction (as defined and described below),
resulting in the issuance of 10,000,000 common shares of the
Resulting Issuer to the holders of Subscription Receipts.
The Subscription Receipt Financing is being conducted in
connection with the previously announced reverse takeover
transaction involving Wolverine and Blackheath (the
"Transaction"), part of which will be completed by an
arrangement under the Business Corporations Act
(Alberta) (the
"Arrangement"), pursuant to an amalgamation and arrangement
agreement dated February 16, 2021
among Wolverine and Blackheath, among others (the "Amalgamation
and Arrangement Agreement"). As a result of the
Transaction:
- The resulting issuer, to be named "Green Impact Partners Inc."
(formerly Blackheath) (the "Resulting Issuer" or
"GIP"), is expected to be a TSX Venture Exchange
("TSXV") publicly-traded company (under the symbol "GIP")
that will indirectly acquire Wolverine's "Clean Energy Assets" (as
described below) and have approximately $42,500,000 of additional capital to develop the
Clean Energy Assets. The Clean Energy Assets include: seven water
treatment and recycling and waste management facilities in the
Canadian prairies, an indirect 80% interest in Aloha Recycling,
which provides solid recycling collection and processing services
in Hawaii, United States, and assets that are associated
with the clean energy development projects currently being
undertaken by management; and
- Wolverine will continue as a TSXV publicly–traded diversified
energy and infrastructure provider in western Canada and the
United States, providing a wide range of services including:
construction/infrastructure construction and management, heavy
equipment sales and rentals, oilfield and energy equipment rentals,
above ground water management services, wide ranging oil and gas
services, and transportation and trailer rentals. Pursuant to the
Transaction, Wolverine will receive a cash payment of approximately
$50,000,000 to develop its business,
recognizing that a portion of this payment may be used to pay a
portion of the purchase price owing by Wolverine to the vendors in
connection with Wolverine's acquisition of Akira and Transition
Energy (each defined and discussed below).
The Transaction is described in detail in the information
circular of Wolverine, dated April 26,
2021 (the "Circular"). The Circular has been
mailed to shareholders of Wolverine and is available under
Wolverine's company profile on the SEDAR website at
www.sedar.com.
In connection with the pursuit of clean energy projects,
Wolverine recently completed two acquisitions, being: (i) the
acquisition of Transition Energy Inc. ("Transition Energy"),
a Victoria, B.C. renewable natural
gas development and production company with a seasoned management
team and key assets including three renewable natural gas
development projects in Vancouver Island, British Columbia, for a purchase price of
$5,500,000, and (i) the acquisition
of Akira Infra I Ltd. ("Akira"), a Calgary-based company dedicated to creating
renewable infrastructure solutions, with key assets being an 80%
interest in a Hawaiian corporation that provides collection,
hauling, recycling and initial processing services in Aloha
Recycling and three clean energy development projects, in addition
to multiple potential projects identified across North America, for a purchase price of
$13,320,000 (subject to adjustment).
The assets of Akira and Transition Energy will be conveyed to GIP
pursuant to the Transaction. The purchase price was satisfied by
Wolverine through the issuance of demand promissory notes to the
vendors, which may be payable by Wolverine facilitating the
transfer to the vendors of certain GIP shares received by Wolverine
in connection with the Transaction. Certain of the vendors of the
Transition Energy and Akira businesses have demonstrated their
continued commitment to GIP and its future opportunities by
agreeing to participate in the Subscription Receipt Financing,
through an agreement to invest an aggregate of $18,112,950 of the purchase price payable by
Wolverine to such vendors in order to acquire
1,811,295 Subscription Receipts pursuant to the Subscription
Receipt Financing. In order to facilitate the required timing
for such investment, Jesse Douglas,
Wolverine's Chief Executive Officer, has agreed to backstop the
financing required by such vendors to make such investment and Mr.
Douglas' commitment in this regard has been guaranteed by
Wolverine.
Insiders and proposed insiders of Wolverine and Blackheath
(including GIP) have subscribed for an aggregate of
1,245,490 Subscription Receipts pursuant to the Subscription
Receipt Financing.
The gross proceeds from the Subscription Receipt Financing will
be held in escrow by Odyssey Trust Company in accordance with the
Subscription Receipt Agreement dated April
8, 2021 between Blackheath, BR Subco, Wolverine, Odyssey and
RBC Dominion Securities Inc. pending the completion of the
Transaction which is expected to close prior to May 31, 2021. If all conditions to the completion
of the Transaction are satisfied on or before May 31, 2021, or such later date as agreed to by
Blackheath, Wolverine and RBC, for and on behalf of the Agents,
the escrowed funds, less agency fees in the amount of 6% of
the gross proceeds, and expenses related to the Subscription
Receipt Offering, will be released from escrow to BR Subco and each
Subscription Receipt will be exchanged through a series of steps
under the Arrangement for one common share of the GIP. If the
Transaction is not completed on or before May 31, 2021 or is terminated at an earlier time,
then the purchase price for the Subscription Receipts will be
returned to subscribers, together with a pro rata portion of
interest, if any and as applicable, earned on the escrowed funds.
Escrow release conditions include, but are not limited to: all
conditions necessary to complete the Transaction in accordance with
the Amalgamation and Arrangement Agreement, including the
acceptance of the Transaction by the TSXV, Wolverine shareholder
approval of the Arrangement, the necessary court approval of the
Arrangement and the consolidation of the shares of Blackheath.
The issuance of the Subscription Receipts has been conditionally
approved by the TSXV.
About Blackheath (including Green Impact Operating Corp.) and
Green Impact Partners (the "Resulting Issuer" or
"GIP")
Blackheath currently has no ongoing operations and previously
operated as a junior mineral exploration company. Blackheath
is listed under the trading symbol "BHR" on the TSXV. Blackheath
was incorporated under the laws of British Columbia in May
2011 and was engaged in the exploration and development of
mineral properties in northern Portugal, primarily for tungsten and
tin. Blackheath currently has no operations but does maintain
a royalty interest in the Borralha tungsten project, which is
subject to an option agreement with another company.
As noted in the joint February 16,
2021 press release of Wolverine and Blackheath, after giving
effect to the Transaction, GIP (formerly named Blackheath) will
operate as an ESG and renewables company incorporated under
the laws of British Columbia, the
shares of which will be listed on the TSXV under the symbol
"GIP". Following completion of the Transaction, GIP will
operate with a focus on renewable energy through by-products, waste
water and carbon reduction.
About Wolverine
Wolverine will continue as an industry leading, TSXV
publicly–traded diversified energy and infrastructure service
provider in western Canada and
the United States, providing a
wide range of services including: water management, production
testing, oilfield/energy rentals, and environmental services.
Wolverine's original business roots and operations began in
1952. Over the course of its history, Wolverine has a
strategy combining organic growth and strategic acquisitions.
As a result of the Transaction, Wolverine will have material
additional capital and will be strongly positioned to continue its
focus on driving shareholder value, through return on capital
deployed, market diversification, and maintaining best-in-class
services throughout the full life cycle of its diverse clients'
projects.
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 news release.
Cautionary Statements
This news release contains forward-looking statements and/or
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities
laws. When used in this release, such words as "would",
"will", "anticipates", believes", "explores" and similar
expressions, as they relate to Blackheath, Wolverine, GIP or their
management, are intended to identify such forward-looking
statements. Such forward-looking statements reflect the
current views of Wolverine and Blackheath (including its
subsidiary, Green Impact Operating Corp.) with respect to future
events, and are subject to certain risks, uncertainties and
assumptions. Many factors could cause Wolverine's or GIP's
actual results, performance or achievements to be materially
different from any expected future results, performance or
achievement that may be expressed or implied by such
forward-looking statements. In particular, this news release
contains or implies forward-looking statements pertaining to: the
Transaction (including closing of the Transaction), the
Subscription Receipt Financing and the future business and
prospects of GIP and Wolverine. These forward-looking statements
are subject to numerous risks and uncertainties, including but not
limited to: the impact of general economic conditions in
Canada and the United States, including the ongoing
COVID-19 pandemic; industry conditions including changes in laws
and regulations and/or adoption of new environmental laws and
regulations and changes in how they are interpreted and enforced,
in Canada and the United States; volatility of prices for
energy commodities; changes in demand for energy and infrastructure
services offered by Wolverine and change in demand for clean energy
to be offered by GIP; competition; lack of availability of
qualified personnel; obtaining required approvals of regulatory
authorities, in Canada and
the United States; ability to
access sufficient capital from internal and external sources;
satisfaction of the conditions to the Transaction; many of which
are beyond the control of Blackheath, Wolverine and GIP. These
forward-looking statements reflect material factors, expectations
and assumptions, including the terms of the Amalgamation and
Arrangement Agreement, the Agency Agreement and the Subscription
Receipt Agreement. Forward-looking statements included in
this news release should not be read as guarantees of future
performance or results. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from those implied by such forward-looking statements. Although the
forward-looking statements contained in this document are based
upon assumptions which management of Blackheath and Wolverine
believes to be reasonable, Blackheath and Wolverine cannot assure
readers that actual results will be consistent with these
forward-looking statements.
Readers are encouraged to review and carefully consider the
risk factors pertaining to Wolverine's business and GIP's proposed
ownership and operation of the Clean Energy Assets described in the
management information circular of Wolverine dated April 26, 2021, which is accessible on
Wolverine's SEDAR issuer profile at www.sedar.com. The
forward-looking statements contained in this release are made as of
the date of this release, and except as may be expressly be
required by law, Wolverine and Blackheath disclaim any intent,
obligation or undertaking to publicly release any updates or
revisions to any forward-looking statements contained herein
whether as a result of new information, future events or results or
otherwise, other than as required by applicable securities
laws.
Management of Blackheath and Wolverine has included the above
summary of assumptions and risks related to forward-looking
statements provided in this release in order to provide
shareholders with a more complete perspective on Wolverine's,
Blackheath's and GIP's current and future operations and such
information may not be appropriate for other purposes. Wolverine
and GIP's actual results, performance or achievement could differ
materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do, what
benefits Wolverine and GIP will derive therefrom.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy the securities in any
jurisdiction. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold in the United States except in certain
transactions exempt from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSX Venture Exchange
acceptance, Wolverine shareholder approval and written approval of
the holders of a majority of Blackheath's shares. 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.
Readers are cautioned that, except as disclosed in the
management information circular of Wolverine dated April 26, 2021 or the filing statement of
Blackheath to be prepared in connection with the Transaction
(including the Subscription Receipt Financing), any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon.
SOURCE Wolverine Energy and Infrastructure Inc.
