HPI Highbury Projects Inc

/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. 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 WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./

VANCOUVER, BC, Jan. 4, 2023 /CNW/ - Highbury Projects Inc. (TSXV: HPI) ("Highbury" or the "Company") is providing an update on the Company's previously announced proposed arm's length reverse-takeover transaction (the "Transaction") of Highbury by Interfield Solutions Ltd. ("Interfield") pursuant to the terms of the share exchange agreement (the "Definitive Agreement") entered into with Interfield and the shareholders of Interfield dated August 25, 2022 as previously disclosed in the Company's press release dated August 31, 2022.

The Company is pleased to announce that the Company (upon completion of the Transaction, referred to as the "Resulting Issuer") has obtained conditional approval to list the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the NEO Exchange ("NEO" and such listing, the "Listing"). The Resulting Issuer Shares will trade on the NEO under the trading symbol "IFS". The Listing is subject to the Resulting Issuer fulfilling certain requirements of the NEO in accordance with the terms of its conditional approval letter dated December 30, 2022 and certain terms of the Definitive Agreement including but not limited to the completion of a non-brokered concurrent financing for gross proceeds of a minimum of US$2,000,000 and various other conditions customary for a transaction of this nature. The Company and Interfield are actively proceeding to satisfy these requirements and, upon obtaining final approval, the Company will issue a press release (the "Closing Press Release") announcing the date on which the Resulting Issuer Shares will commence trading on the NEO.

Upon the anticipated closing of the Transaction, the Resulting Issuer's business will be of the technology industry and will be renamed "Interfield Solutions (Holdings) Ltd." Concurrent with the completion of the Transaction, the parties intend to file an application with the TSX Venture Exchange ("TSX-V") to delist the common shares of Highbury (the "Highbury Shares") and it is anticipated that the delisting date will be disclosed in the Closing Press Release.

Trading in the Highbury Shares is currently halted in accordance with the policies of the TSX-V and will remain halted until trading of the Resulting Issuer Shares resumes on the NEO and the Highbury Shares are delisted from the TSX-V.

Interfield was incorporated on June 3, 2014 under the International Business Companies Act, 1994 and is a private company existing under the laws of the Republic of Seychelles. Interfield operates in Dubai, U.A.E through its wholly owned subsidiary, Interfield Software Solutions LLC ("Interfield Solutions").

Interfield Solutions is a state of the art software development company that provides tailor-made data management and marketplace solutions via its SaaS-based software Toolsuite for numerous industrial segments worldwide including oil and gas, mining and renewables. It also connects industrial companies to its proprietary e-business platform, Equipment Hound.

Toolsuite is an industrial data collection and management platform that digitizes industrial processes and provides real-time auditable data while operating on a cloud-based platform.

Equipment Hound is an e-commerce industrial equipment marketplace that manages a catalogue of equipment from various suppliers and provides procurement solutions such as request for quote, logistics support and third-party verification.

Highbury was incorporated on May 13, 2005 and was listed on the TSX-V on October 28, 2005 as a capital pool company under TSX-V Policy 2.4. Highbury's option agreement with Full Metal Minerals was approved as a qualifying transaction and the final exchange bulletin to that effect was issued by the exchange on November 5, 2007. The principal business of Highbury has been the exploration and evaluation of the Moore Creek property in Alaska and any other exploration and evaluation assets and evaluation properties that Highbury may acquire.

ON BEHALF OF THE BOARD OF DIRECTORS

"Al Karim Jaffer"

Al Karim Jaffer 
Chief Executive Officer & Director ((604) 428-8289)

Except for statements of historical fact contained herein, the information in this press release may constitute "forward-looking information" within the meaning of Canadian securities law. Other than statements of historical fact, all statements are "Forward Looking Statements", including the possible Listing of the Resulting Issuer Shares on the NEO and the completion of the Transaction, that involve various known and unknown risks and uncertainties and other factors, such as regulatory approval requirements. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements".

Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving the NEO's final approval and if applicable, disinterested 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 listing document 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 the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Highbury Projects Inc.