AmWolf Announces Receipt of Conditional Approval for Qualifying Transaction with Pontus Water Lentils and Filing of Filing Statement

VANCOUVER, BC, Dec. 2, 2020 /CNW/ – AmWolf Capital Corp. (“AmWolf” or the “Company“) (TSXV: AMW.P) is pleased to announce that the Company has received conditional approval from the TSX Venture Exchange (the “Exchange”) with respect to its previously announced Qualifying Transaction (as such term is defined in TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4“)) with Pontus Water Lentils Ltd. (“Pontus“), pursuant to the terms of an amalgamation agreement dated July 28, 2020 (the “Amalgamation Agreement“) with 1253044 B.C. Ltd., a wholly-owned subsidiary of AmWolf (“NewCo“), and Pontus (the “Transaction“).

The Transaction will be completed by way of “three-cornered” amalgamation whereby NewCo and Pontus will amalgamate to form a new amalgamated entity (“AmalCo“), and Amalco will be a wholly-owned subsidiary of AmWolf. The combined company (thereafter, the “Resulting Issuer“) that will result from the completion of the Transaction (the “Closing“) will be renamed “Pontus Water Lentils Ltd.” or such other name as agreed to by AmWolf and Pontus. Subject to the final approval of the Exchange, the common shares of the Resulting Issuer will trade on the Exchange under the symbol “HULK” and the business of the Resulting Issuer will be the business of Pontus. It is expected that the Resulting Issuer will be listed on the Exchange as a Tier 2 Industrial issuer. In connection with the Transaction, the Company has filed a filing statement dated effective November 30, 2020 (the “Filing Statement“) prepared in accordance with the policies of the Exchange on the Company’s SEDAR profile. The Filing Statement provides more fulsome and detailed information with respect to the Company, Pontus and the Transaction as a whole.

A special meeting of the shareholders of Pontus will be held to approve the amalgamation and, in connection therewith, the continuation of Pontus out of the federal jurisdiction of the Canada Business Corporations Act and into the Province of British Columbia under the provisions of the Business Corporations Act (British Columbia) in order to facilitate the Transaction.

For more information on the Transaction, please see the Company’s Filing Statement dated November 30, 2020 as well as the Company’s news releases dated November 21, 2019, August 14, 2020, and November 27, 2020 filed on SEDAR.

Closing of the Transaction

The Closing remains subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary regulatory, shareholder and third party consents, waivers and approvals, including the final approval of the Exchange; (ii) the absence of any material adverse change in the business, affairs or operations of AmWolf or Pontus, as applicable; and (iii) the completion of the Concurrent Financings (as defined in the Filing Statement).

About AmWolf Capital Corp.

AmWolf Capital Corp. is a CPC as defined by the policies of the Exchange. The Company’s principal business activity is to identify and evaluate opportunities for acquisition of assets or business. The Company is headquartered in Vancouver, British Columbia.

About Pontus Water Lentils Ltd.

Pontus Water Lentils Ltd. was founded in 2018, and is a British Columbia-based agri-tech company. Pontus specializes in aquaponic farming through Closed Environment Vertical Aquaponics System™ or CEVAS™ system to create a sustainable, non-GMO plant-based protein product: “Pontus Protein Power+”.  For more information, visit www.pontuswaterlentils.com.

Additional Information

All information contained in this news release with respect to AmWolf and Pontus (each, a “Party” and together, the “Parties“) was supplied, for inclusion herein, by each respective Party and each Party and its directors and officers have relied on the other Party for any information concerning the other Party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority 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 management information circular or filing statement 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 a CPC should be considered highly speculative.

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 press release.

Disclaimer for Forward-Looking Information

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company’s completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the Company completing the Transaction on the terms and conditions of the Amalgamation Agreement, or at all, the completion of the Concurrent Financings, and the conditions to be satisfied for completion of the Transaction. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the requisite corporate approvals of the directors and shareholders of the Parties may not be obtained; the Exchange may not approve the Transaction; sufficient funds may not be raised pursuant to the Concurrent Financings; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.

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

SOURCE AmWolf Capital Corp.

For further information: AmWolf Capital Corp., Jeremy Wright, CPA, CMA, Director, Chief Financial Officer, (604) 837-7990; Pontus Water Lentils Ltd., Connor Yuen, Director, Chief Executive Officer, (778) 999-3353a