AmWolf Capital Provides Update On Proposed Qualifying Transaction With Pontus Water Lentils

Posted on January 28, 2021

VANCOUVER, BC, Dec. 11, 2020 /CNW/ – AmWolf Capital Corp. (“AmWolf” or the “Company“) (TSXV: AMW.P) provides the following update to supplement the disclosure related to the Company’s previously announced and conditionally approved Qualifying Transaction, as defined under TSX Venture Exchange (the “Exchange“) Policy 2.4 – Capital Pool Companies (“Policy 2.4“), with Pontus Water Lentils Ltd. (“Pontus“) and each of the respective Parties’ (as defined below) concurrent private placements (see news release dated December 2, 2020).

Qualifying Transaction Update

The Company, 1253044 B.C. Ltd., a wholly-owned subsidiary of AmWolf (“NewCo“), and Pontus (collectively, the “Parties“) continue to work towards the closing of the Transaction (the “Closing“) and, in connection therewith, Pontus has set December 22, 2020 as the date of its special meeting of shareholders where it will seek to approve the amalgamation of NewCo and Pontus 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). 

Concurrent Financing

The Company also announces that, further to its news releases dated August 14, 2020, November 27, 2020 and December 2, 2020, the Parties have mutually decided to conduct the previously announced Concurrent Financings of Pontus and AmWolf entirely through AmWolf. In this regard, Pontus will no longer seek to raise gross proceeds of at least $500,000 to $1,000,000 through the issuance of Pontus Units and, as a result, AmWolf will be increasing the total gross proceeds to be raise in connection with the AmWolf Private Placement to a minimum of $2,000,000 and a maximum of $4,500,000 (the “Concurrent Financing“). 

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.

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 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”

Connor Yuen, CEO
Pontus Protein Ltd. 

Contact Information

For more information, please contact: 

Connor Yuen Chief
Executive Officer 

For further information:

Investor Relations or Media enquiries:

[email protected]
(403) 589-7992 

Forward-Looking 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.