/NOT FOR DISTRIBUTION TO
UNITED STATES NEWS WIRE SERVICES
OR
FOR DISSEMINATION IN THE UNITED
STATES/
EDMONTON, AB, April 30, 2021 /CNW/ - Wolverine Energy and
Infrastructure Inc. ("Wolverine" or the "Company")
(TSXV: WEII) is pleased to announce the receipt of final court
approval of the Company's plan of arrangement (the
"Arrangement") involving the spinout of its clean energy
assets (the "Clean Energy Assets") to a subsidiary of
Blackheath Resources Inc. Blackheath is expected to be
renamed Green Impact Partners Inc. ("GIP") in connection
with the closing of the Arrangement. As the Company has now
received the previously announced shareholder approval and the
final court approval of the Arrangement, Wolverine is moving to
complete the remainder of the closing requirements for the
Arrangement and expects to close the Arrangement before
May 18, 2021.
As announced on February 16, 2021,
the Arrangement will result in Wolverine receiving $50,000,000 in cash which will be used to
reduce indebtedness and $51,500,000
in additional working capital. The remainder of the
consideration for the Clean Energy Assets, being 4,850,000 shares
of GIP (representing approximately 24% of GIP's outstanding shares)
will be distributed directly to Wolverine shareholders pursuant to
the terms of the Arrangement. The GIP shares issuable to
Wolverine and its shareholders have a deemed value equal to the
price of the subscription receipts issued pursuant to the
previously announced related financing of April 8, 2021, being a value of approximately
$10.00 per share, which each
subscription receipt to automatically convert into one share of GIP
pursuant to the Arrangement. The issuance of GIP shares to
Wolverine and Wolverine shareholders will occur at closing of the
Arrangement. The value of such GIP shares deliverable to
Wolverine shareholders have an ascribed value of approximately
$0.46 per Wolverine share, assuming
such GIP shares issued at closing of the Arrangement are issued at
a fair market value of $10.00 per
share.
Upon closing of the Arrangement, GIP is expected to be a
TSX Venture Exchange ("TSXV") publicly-traded company (under
the symbol "GIP") that will indirectly own the Clean Energy Assets
and have approximately $42,500,000 of
additional capital to develop such assets.
Moving forward, Wolverine is strongly positioned to continue its
consolidation in the energy services sector, with an improved
balance sheet and significant increase in working capital.
Nikolaus Kiefer, Chief Financial
Officer of Wolverine, stated: "Following the closing of the
Arrangement, Wolverine is expected to continue to review accretive,
complementary transactions and will have significantly improved
access to capital to continue to lead the needed consolidation in
the energy services sector. Wolverine is currently benefiting from
the increased cash flows from our clients and the resulting
increased activity levels".
About Wolverine
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 Arrangement, 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.
Cautionary Statements
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 Resources Inc.
("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 Arrangement (including the consideration to be
received from the spinout of the Clean Energy Assets, closing of
the Arrangement and the related timing thereof), the value of the
Wolverine shares and GIP shares, and the future business and
prospects and strategy 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. 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.
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.