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.