The Limestone Boat Company Limited Announces Closing of Its Previously Announced Non-brokered Private Placement Offering of 10% Unsecured Convertible Debentures
04 June 2022 - 10:50AM
The Limestone Boat Company Limited ("
Limestone" or
the "
Company") (
TSXV: BOAT |OTCQB:
LMSBF) is pleased to announce the closing of its
previously announced non-brokered private placement of 10%
unsecured convertible debentures of the Company
("
Debentures") at a price of $1,000 per Debenture
for aggregate gross proceeds of approximately $500,000 (the
"
Offering"). As previously disclosed, $244,000 of
the Debentures issued in connection with the Offering were
subscribed for by Scott Hanson, the Chief Executive Officer of the
Company.
The Debentures issued under the Offering will
mature 3 years from their date of issuance and will bear interest
at a rate of 10% per annum, payable annually in arrears. These
Debentures will be convertible at any time at the option of the
holder into common shares of the Company ("Common
Shares") at a conversion price of $0.19 per Common Share.
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 their term, the volume
weighted average closing price of the Common Shares on the TSX
Venture Exchange, or such other exchange on which the Common Shares
may be listed, (the "Exchange"), is equal to or
higher than $0.38 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 of $0.19 per Common Share 30 days following
the date of such notice.
For their services in connection with the
Existing Offering, Richardson Wealth were paid a cash commission of
$6,000 and compensation warrants that will entitle the holder
thereof to acquire up to 6,000 Common Shares for a period of 18
months following the date of issuance at an exercise price of $0.19
per Common Share.
The subscription by Mr. Hanson, an "insider" of
the Corporation is considered to be a "related party transaction"
for the purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101") and Policy 5.9 – Protection of Minority Security
Holders in Special Transactions of the TSX Venture Exchange. The
Corporation is relying on exemptions from the formal valuation and
minority shareholder approval requirements available under MI
61-101. The Corporation is exempt from the formal valuation
requirement in section 5.4 of MI 61-101 in reliance on sections
5.5(a) and (b) of MI 61-101 as the fair market value of the
transaction, insofar as it involves interested parties, is not more
than 25% of the Corporation's market capitalization, and no
securities of the Corporation are listed or quoted for trading on
prescribed stock exchanges or stock markets. Additionally, the
Corporation is exempt from the minority shareholder approval
requirement in section 5.6 of MI 61-101 in reliance on section
5.7(b) as the fair market value of the transaction, insofar as it
involves interested parties, is not more than 25% of the
Corporation's market capitalization.
All securities issued under the Offering are
subject to a four month hold period which will expire October 4,
2022. The Existing Offering is subject to certain conditions
including, but not limited to, final approval of the TSX Venture
Exchange.
The securities offered in connection
with the Offering have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any State in which
such offer, solicitation or sale would be unlawful.
About Limestone Boat Company
Limited:
The 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 square foot 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.
For more information, contact:
Investor Relations: Bill Mitoulas
800-720-2395bill@limestoneboats.com
www.limestoneboatcompany.com
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.
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 ability of the Company to obtain final
approval of the Offering from the Exchange, the use of proceeds of
the Offerings, and expectations of increased production capacity.
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. 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. Unless required by applicable securities law, the
Company does not intend and does not assume any obligation to
update these forward-looking statements.
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