Telfer Hanson, the Chair of the Board and a Director of
The
Limestone Boat Company Limited (the
“
Company”) (
TSXV: BOAT)
(
OTCQB: LMSBF) announced that RKH Limited and The
Telfer Hanson (2017) Family Trust, entities controlled by Mr.
Hanson have sold of an aggregate of 2,650,000 common shares of the
Company ("
Common Shares") at an average price of
$0.1604 in the public market.
Following the disposition, Mr. Hanson holds an
aggregate of 13,684,850 Common Shares, including by virtue of
having beneficial ownership or control over the Common Shares held
by Madeline Hanson, the Telfer Hanson (2017) Family Trust, and RKH
Limited, representing approximately 11.44% of the issued and
outstanding Common Shares of the Company.
Prior to the disposition, Mr. Hanson held an
aggregate of 16,334,850 Common Shares of the Company, including by
virtue of having beneficial ownership or control over the Common
Shares held by Madeline Hanson, the Telfer Hanson (2017) Family
Trust, and RKH Limited, representing approximately 13.65% of the
issued and outstanding Common Shares of the Company.
Telfer Hanson was quoted as saying, “The sale of
these shares and my family’s subsequent subscription at
significantly higher prices, to the recently announced Private
Placement, demonstrates our continued dedication to the success of
The Limestone Boat Company.”
Concurrent with the sale of the Commons Shares,
Mr. Hanson announced a commitment to a lead order investment of
$340,000 in the non-brokered private placement (the
"Offering") of up to $5.0 million aggregate
principal amount of unsecured, convertible debentures (the
"Debentures") of the Company, at a price of $1,000
per Debenture (the "Issue Price"), which was
previously announced on March 28, 2022. The Debentures will mature
3 years from their date of issuance (the "Term")
and bear interest at a rate of 10% per annum, payable annually in
arrears. The Debentures will be convertible at any time at the
option of the holder into Common Shares at a conversion price of
$0.24 per Common Share (the "Conversion Price").
If at any time following 120 days from the date of issuance of the
Debentures (the "Closing Date") and prior to the
date that is 30 days prior to the end of the Term, the volume
weighted average closing price of the Common Shares on the TSX
Venture Exchange ("TSXV"), or such other exchange
on which the Common Shares may be listed, (the
"Exchange"), is equal to or higher than $0.50 per
Common Share for 20 consecutive trading days, the Company may
notify the holders of the Debentures that the Debentures will be
automatically converted into Common Shares at the Conversion Price
30 days following the date of such notice.
The Offering is subject to a number of
applicable regulatory approvals, including the approval of the
TSXV. The Offering is expected to close by April 20, 2022, or such
other date as reasonably determined by the Company.
The disposition of Common Shares of the Company
was made for investment purposes. Mr. Hanson may increase or reduce
his investment in the Company according to market conditions or
other relevant factors.
This press release is being issued pursuant to
section 5.2 of National Instrument 62-104 – Take-Over Bids and
Issuer Bids. A copy of the early warning report in respect of the
above noted transactions will be filed on SEDAR and will be
available under the Company’s profile at www.sedar.com.
For more information, contact: Bill Mitoulas | Investor
RelationsPhone: 800-720-2395Email: bill@limestoneboats.comWebsite:
www.limestoneboatcompany.com
About The Limestone Boat Company
LimitedThe Limestone Boat Company – owner and builder of
Aquasport Boats, Limestone® Boats and Boca Bay Boats - is publicly
traded on the Toronto Venture Exchange under the ticker symbol
BOAT. They are headquartered in Collingwood, Ontario with a 145,000
sq. ft. manufacturing facility in White Bluff, Tennessee. The
company is backed by a large, skilled labor force and dealer
partners throughout the United States and the Canadian Great Lakes
Region.
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
news release.
The securities offered pursuant to the Offering
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, (the “1933
Act”) and may not be offered, sold or delivered, directly
or indirectly, in the United States, or to, or for the account or
benefit of, “U.S. persons” (as defined in Regulation S under the
1933 Act), except pursuant to an exemption from the registration
requirements of the 1933 Act. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this press
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words “anticipate”, “believe”, “could” “should”, “would”,
“estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely,
“may”, “plan”, “potential”, “project”, “outlook”, “seek”, “target”,
“trend” or “will” and similar expressions and statements relating
to matters that are not historical facts are intended to identify
forward-looking information and are based on the parties’ current
belief or assumptions as to the outcome and timing of such future
events. Forward-looking statements in this press release include
statements regarding the proposed participation of Mr. Hanson in
the Offering, the anticipated timing to complete the Offering, and
the ability of the Company to obtain Exchange approval of the
Offering. The forward-looking information contained in this release
is made as of the date hereof and the parties are not obligated to
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws.
In particular, this news release includes
forward-looking information relating to the proposed timing of
completion of the Offering and the terms of the Debentures. These
forward-looking statements involve a number of risks and
uncertainties, including those related to: (i) the impact of
general economic conditions; (ii) industry conditions; (iii) stock
market volatility; and (iv) the failure or delay in satisfying any
of the conditions to the completion of the Offering, many of which
are beyond the Company’s control. New risk factors may arise from
time to time and it is not possible for management of the Company
to predict all of those risk factors or the extent to which any
factor or combination of factors may cause actual results,
performance or achievements of the Company to be materially
different from those contained in forward-looking statements.
Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on
forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
Many factors could cause actual results, level
of activity, performance or achievements or future events or
developments to differ materially from those expressed or implied
by the forward-looking statements. All the forward-looking
statements made in this press release are qualified by these
cautionary statements and other cautionary statements or factors in
this press release. There can be no assurance that the actual
results or developments will be realized or, even if substantially
realized, will have the expected consequences to, or effects on,
the Company.
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