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).
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 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.
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.
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, Chief Executive Officer, (778) 999-3353