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CALGARY, Feb. 26, 2020 /CNW/ - EnerSpar Corp. (TSXV: ENER)
(Frankfurt: 5E0)
("EnerSpar" or the "Company") announced today that it
has entered into a further amending agreement (the "Third
Amending Agreement") with MindFull Capital Inc.
("MindFull") in connection with the business combination
agreement previously entered into on April
16, 2019 as amended August 6,
and November 30, 2019 (the
"Business Combination Agreement"). Under the terms of the
Third Amending Agreement, in consideration of certain cash payments
to be made to EnerSpar by MindFull in certain events including
monthly payments until Closing or Termination, the deadline for
closing of the business combination transaction (the
"Transaction") has been extended to June 30, 2020.
The CEO of EnerSpar, Mr. Jay
Richardson, said "We are pleased that we have reached this
further Amending Agreement with MindFull and to hear the progress
that MindFull has made. We look forward to the ultimate Closing of
the Transaction."
EnerSpar shares will continue halted until the proposed
Transaction has closed.
About EnerSpar:
EnerSpar is a TSX Venture Exchange Tier II listed exploration
company focused on industrial minerals oriented to today's and
future energy requirements. Potassic feldspars are especially
significant as a hardening agent in solar panels.
About MindFull:
Located in Ottawa, Ontario, and
incorporated under the Federal laws of Canada, MindFull is a private company that
develops, manufactures, markets and distributes organic and
functional beverages in the United
States and Canada. Since its incorporation, MindFull
has been engaged in the development and creation of functional
beverages that utilize the highest quality organic ingredients,
sustainable packaging and ethical sourcing practices to promote
overall health and wellness.
Additional Information
Additional information regarding EnerSpar is available on SEDAR
and EnerSpar's website at www.enerspar.com.
We seek safe harbour.
ON BEHALF OF THE BOARD OF DIRECTORS:
Jay Richardson, Chief Executive
Officer and Director
Contact: info@enerspar.com
Toronto Office: 416-410-JAYR [5297].
READER ADVISORY
Completion of the Transaction is subject to a number of
conditions under the terms of the Business Combination Agreement.
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 listing statement of the Company
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 EnerSpar should be considered highly
speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the Transaction and has neither approved nor disapproved of the
contents of this press release.
The securities set forth herein have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act") or any U.S. state securities
laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. More particularly and without
limitation, this press release contains forward looking statements
and information concerning the Transaction. The forward-looking
statements and information are based on certain key expectations
and assumptions made by EnerSpar, including expectations and
assumptions concerning EnerSpar, MindFull, the Resulting Issuer,
and the Transaction, the timely receipt of all TSXV and regulatory
approvals and the satisfaction of other closing conditions in
accordance with the terms of the Business Combination Agreement.
Although EnerSpar believes that the expectations and assumptions on
which such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward-looking statements and information because EnerSpar can
give no assurance that they will prove to be correct. By its
nature, such forward-looking information is subject to various
risks and uncertainties, which could cause the actual results and
expectations to differ materially from the anticipated results or
expectations expressed. These risks and uncertainties, include, but
are not limited to, the results of the due diligence review on
either EnerSpar or MindFull by the other are less than
satisfactory, or the parties are unable to obtain the required TSXV
approvals. Readers are cautioned not to place undue reliance on
this forward-looking information, which is given as of the date
hereof, and to not use such forward- looking information for
anything other than its intended purpose. EnerSpar undertakes no
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by law.
We seek safe harbour.
SOURCE EnerSpar Corp.