Blackheath Resources Inc. and Wolverine Energy and Infrastructure Inc. Announce Closing of the Subscription Receipt Financing by Green Impact Operating Corp.
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EDMONTON, April 8, 2021 - Blackheath Resources Inc. (TSXV: BHR) ("Blackheath") and Wolverine Energy and Infrastructure Inc. ("Wolverine") (TSXV: WEII) are pleased to announce the closing of the brokered private placement of subscription receipts (the "Subscription Receipts") of Green Impact Operating Corp. ("BR Subco"), a wholly owned subsidiary of Blackheath, as previously announced on February 16, 2021, for aggregate gross consideration of $100 million, pursuant to an agency agreement with a syndicate of agents including RBC Dominion Securities Inc., as sole bookrunner, Echelon Wealth Partners Inc. and National Bank Financial Inc., as co-lead agents, together with TD Securities Inc., Cormark Securities Inc., Haywood Securities Inc., Stifel Nicolaus Canada Inc. and Peters & Co. Limited.
Each Subscription Receipt will entitle the holder thereof to one post-consolidation common share of the Resulting Issuer upon completion of the Transaction (as defined and described below), resulting in the issuance of 10,000,000 common shares of the Resulting Issuer to the holders of Subscription Receipts.
The Subscription Receipt Financing is being conducted in connection with the previously announced reverse takeover transaction involving Wolverine and Blackheath (the "Transaction"), part of which will be completed by an arrangement under the Business Corporations Act (Alberta) (the "Arrangement"), pursuant to an amalgamation and arrangement agreement dated February 16, 2021 among Wolverine and Blackheath, among others (the "Amalgamation and Arrangement Agreement"). As a result of the Transaction:
- The resulting issuer, to be named "Green Impact Partners Inc." (formerly Blackheath) (the "Resulting Issuer" or "GIP"), is expected to be a TSX Venture Exchange ("TSXV") publicly-traded company (under the symbol "GIP") that will indirectly acquire Wolverine's "Clean Energy Assets" (as described below) and have approximately $42,500,000 of additional capital to develop the Clean Energy Assets. The Clean Energy Assets include: seven water treatment and recycling and waste management facilities in the Canadian prairies, an indirect 80% interest in Aloha Recycling, which provides solid recycling collection and processing services in Hawaii, United States, and assets that are associated with the clean energy development projects currently being undertaken by management; and
- Wolverine will continue as a TSXV publicly-traded diversified energy and infrastructure provider in western Canada and the United States, providing a wide range of services including: construction/infrastructure construction and management, heavy equipment sales and rentals, oilfield and energy equipment rentals, above ground water management services, wide ranging oil and gas services, and transportation and trailer rentals. Pursuant to the Transaction, Wolverine will receive a cash payment of approximately $50,000,000 to develop its business, recognizing that a portion of this payment may be used to pay a portion of the purchase price owing by Wolverine to the vendors in connection with Wolverine's acquisition of Akira and Transition Energy (each defined and discussed below).
The Transaction is described in detail in the information circular of Wolverine, dated April 26, 2021 (the "Circular"). The Circular has been mailed to shareholders of Wolverine and is available under Wolverine's company profile on the SEDAR website at www.sedar.com.
In connection with the pursuit of clean energy projects, Wolverine recently completed two acquisitions, being: (i) the acquisition of Transition Energy Inc. ("Transition Energy"), a Victoria, B.C. renewable natural gas development and production company with a seasoned management team and key assets including three renewable natural gas development projects in Vancouver Island, British Columbia, for a purchase price of $5,500,000, and (i) the acquisition of Akira Infra I Ltd. ("Akira"), a Calgary-based company dedicated to creating renewable infrastructure solutions, with key assets being an 80% interest in a Hawaiian corporation that provides collection, hauling, recycling and initial processing services in Aloha Recycling and three clean energy development projects, in addition to multiple potential projects identified across North America, for a purchase price of $13,320,000 (subject to adjustment). The assets of Akira and Transition Energy will be conveyed to GIP pursuant to the Transaction. The purchase price was satisfied by Wolverine through the issuance of demand promissory notes to the vendors, which may be payable by Wolverine facilitating the transfer to the vendors of certain GIP shares received by Wolverine in connection with the Transaction. Certain of the vendors of the Transition Energy and Akira businesses have demonstrated their continued commitment to GIP and its future opportunities by agreeing to participate in the Subscription Receipt Financing, through an agreement to invest an aggregate of $18,112,950 of the purchase price payable by Wolverine to such vendors in order to acquire 1,811,295 Subscription Receipts pursuant to the Subscription Receipt Financing. In order to facilitate the required timing for such investment, Jesse Douglas, Wolverine's Chief Executive Officer, has agreed to backstop the financing required by such vendors to make such investment and Mr. Douglas' commitment in this regard has been guaranteed by Wolverine.
Insiders and proposed insiders of Wolverine and Blackheath (including GIP) have subscribed for an aggregate of 1,245,490 Subscription Receipts pursuant to the Subscription Receipt Financing.
The gross proceeds from the Subscription Receipt Financing will be held in escrow by Odyssey Trust Company in accordance with the Subscription Receipt Agreement dated April 8, 2021 between Blackheath, BR Subco, Wolverine, Odyssey and RBC Dominion Securities Inc. pending the completion of the Transaction which is expected to close prior to May 31, 2021. If all conditions to the completion of the Transaction are satisfied on or before May 31, 2021, or such later date as agreed to by Blackheath, Wolverine and RBC, for and on behalf of the Agents, the escrowed funds, less agency fees in the amount of 6% of the gross proceeds, and expenses related to the Subscription Receipt Offering, will be released from escrow to BR Subco and each Subscription Receipt will be exchanged through a series of steps under the Arrangement for one common share of the GIP. If the Transaction is not completed on or before May 31, 2021 or is terminated at an earlier time, then the purchase price for the Subscription Receipts will be returned to subscribers, together with a pro rata portion of interest, if any and as applicable, earned on the escrowed funds. Escrow release conditions include, but are not limited to: all conditions necessary to complete the Transaction in accordance with the Amalgamation and Arrangement Agreement, including the acceptance of the Transaction by the TSXV, Wolverine shareholder approval of the Arrangement, the necessary court approval of the Arrangement and the consolidation of the shares of Blackheath.
The issuance of the Subscription Receipts has been conditionally approved by the TSXV.
About Blackheath (including Green Impact Operating Corp.) and Green Impact Partners (the "Resulting Issuer" or "GIP")
Blackheath currently has no ongoing operations and previously operated as a junior mineral exploration company. Blackheath is listed under the trading symbol "BHR" on the TSXV. Blackheath was incorporated under the laws of British Columbia in May 2011 and was engaged in the exploration and development of mineral properties in northern Portugal, primarily for tungsten and tin. Blackheath currently has no operations but does maintain a royalty interest in the Borralha tungsten project, which is subject to an option agreement with another company.
As noted in the joint February 16, 2021 press release of Wolverine and Blackheath, after giving effect to the Transaction, GIP (formerly named Blackheath) will operate as an ESG and renewables company incorporated under the laws of British Columbia, the shares of which will be listed on the TSXV under the symbol "GIP". Following completion of the Transaction, GIP will operate with a focus on renewable energy through by-products, waste water and carbon reduction.
Wolverine will continue as an industry leading, TSXV publicly-traded diversified energy and infrastructure service provider in western Canada and the United States, providing a wide range of services including: water management, production testing, oilfield/energy rentals, and environmental services. Wolverine's original business roots and operations began in 1952. Over the course of its history, Wolverine has a strategy combining organic growth and strategic acquisitions.
As a result of the Transaction, Wolverine will have material additional capital and will be strongly positioned to continue its focus on driving shareholder value, through return on capital deployed, market diversification, and maintaining best-in-class services throughout the full life cycle of its diverse clients' projects.
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 news release.
This news release contains forward-looking statements and/or forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. When used in this release, such words as "would", "will", "anticipates", believes", "explores" and similar expressions, as they relate to Blackheath, Wolverine, GIP or their management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of Wolverine and Blackheath (including its subsidiary, Green Impact Operating Corp.) with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause Wolverine's or GIP's actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. In particular, this news release contains or implies forward-looking statements pertaining to: the Transaction (including closing of the Transaction), the Subscription Receipt Financing and the future business and prospects of GIP and Wolverine. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to: the impact of general economic conditions in Canada and the United States, including the ongoing COVID-19 pandemic; industry conditions including changes in laws and regulations and/or adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, in Canada and the United States; volatility of prices for energy commodities; changes in demand for energy and infrastructure services offered by Wolverine and change in demand for clean energy to be offered by GIP; competition; lack of availability of qualified personnel; obtaining required approvals of regulatory authorities, in Canada and the United States; ability to access sufficient capital from internal and external sources; satisfaction of the conditions to the Transaction; many of which are beyond the control of Blackheath, Wolverine and GIP. These forward-looking statements reflect material factors, expectations and assumptions, including the terms of the Amalgamation and Arrangement Agreement, the Agency Agreement and the Subscription Receipt Agreement. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such forward-looking statements. Although the forward-looking statements contained in this document are based upon assumptions which management of Blackheath and Wolverine believes to be reasonable, Blackheath and Wolverine cannot assure readers that actual results will be consistent with these forward-looking statements.
Readers are encouraged to review and carefully consider the risk factors pertaining to Wolverine's business and GIP's proposed ownership and operation of the Clean Energy Assets described in the management information circular of Wolverine dated April 26, 2021, which is accessible on Wolverine's SEDAR issuer profile at www.sedar.com. The forward-looking statements contained in this release are made as of the date of this release, and except as may be expressly be required by law, Wolverine and Blackheath disclaim any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Management of Blackheath and Wolverine has included the above summary of assumptions and risks related to forward-looking statements provided in this release in order to provide shareholders with a more complete perspective on Wolverine's, Blackheath's and GIP's current and future operations and such information may not be appropriate for other purposes. Wolverine and GIP's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits Wolverine and GIP will derive therefrom.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. 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 in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance, Wolverine shareholder approval and written approval of the holders of a majority of Blackheath's shares. 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.
Readers are cautioned that, except as disclosed in the management information circular of Wolverine dated April 26, 2021 or the filing statement of Blackheath to be prepared in connection with the Transaction (including the Subscription Receipt Financing), any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
SOURCE Wolverine Energy and Infrastructure Inc.
in respect of Wolverine, please contact Nikolaus Kiefer, Chief Financial Officer at (780) 435-3451 or email@example.com or visit www.wnrgi.com; For further information in respect of Blackheath, please contact Alex Langer, President and Chief Executive Officer at firstname.lastname@example.org or Investor Relations at (604) 684-3800 or email@example.com