AmWolf Announces Receipt Of Conditional Approval For Qualifying Transaction With Pontus Water Lentils and Filing Of Filing Statement
Posted on December 3, 2020
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 final Exchange approval; (ii) the absence of any material adverse change in the business, affairs or operations of AmWolf or Pontus, as applicable; and (iii) completion of the Concurrent Financing.
The combined company that will result from the completion of the Transaction (the “Resulting Issuer“) will be renamed “Pontus Water Lentils Ltd.” and, subject to Exchange final approval, the common shares of the Resulting Issuer will trade on the Exchange, under the symbol “HULK”. 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.
All capitalized terms use but otherwise not defined herein shall have the meanings ascribed thereto in the Company’s filing statement dated effective November 30, 2020 (the “Filing Statement“) prepared in accordance with the policies of the Exchange. A copy of the Filing Statement is available under the Company’s profile on SEDAR.
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 Protein Ltd.
Pontus Protein Ltd. is a Vancouver, B.C. based agricultural technology company that will enable millions to rethink their food choices while helping people do the world a world of good. By offering sustainably grown plant based food options that are nutritious and delicious, we’re helping this kind of diet become the norm.
Pontus is reinventing agriculture with their proprietary Closed Environment Vertical Aquaponic System (CEVAS) – the farming of the future. Pontus specializes in the indoor vertical farming of water lentils that use 95% less water than traditional agriculture and no pesticides or chemicals. Pontus is committed to solving the global food crisis by providing access to sustainable indoor biosecure pure plant based proteins. Pontus’ water lentils can be harvested every 24 hours, exceed organic certification, and can be grown in any climate in a relatively small area. Our water lentil protein is filled with antioxidants, minerals, vitamins and all the amino acids, making a complete protein food source. Pontus aims to revolutionize the plant based sector as the entire sector is currently based on two main protein sources: soy and pea. Water lentil protein is far superior to pea and soy protein. It contains over 40% protein vs. 5-36% protein*, and Pontus aims to be the base protein for plant based food products, leading to the movement transitioning the world from meat based to plant based proteins.
To learn more, please visit www.pontuswaterlentils.com.
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 Financing, 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 Financing; 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.
On behalf of the Board of Directors
Connor Yuen, CEO
Pontus Protein Ltd.
For more information, please contact:
Connor Yuen Chief
For further information:
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. 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 anticipated use of proceeds of the Offering, Including those from the Second Tranche, by the Company and Pontus’ ability to revolutionize the plant based sector and enable millions to rethink their food choices. 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. These risks include, but are not limited to, the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic, the failure of Pontus to receive TSX Venture Exchange approval for the closing of the remainder of the Offering, Pontus’ inability to close further tranches of the Offering, the failure of Pontus to receive the necessary approvals from the Canadian Food Inspection Agency for its products and facilities, the inability to complete Pontus’ Surrey Facility, as well as other general business, economic, or market related risks beyond the director control of the Company and which may affect the Company’s business, operations, or products. 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. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.