Toronto, Ontario--(Newsfile Corp. - November 3, 2020) - BuzBuz Capital Corp. (TSXV: BZBZ.P) ("BUZ" or the "Company"), a Capital Pool Company, and Inolife R&D Inc. ("Inolife") are pleased to announce that in connection with the business combination transaction announced on October 2, 2020 (the "Transaction"), the Company and Inolife have signed an engagement letter with Canaccord Genuity Corp. ("Canaccord") pursuant to which Inolife will complete a brokered private placement financing (the "Offering") of up to C$4,000,000 in subscription receipts of Inolife (the "Subscription Receipts") at a price of C$0.40 per Subscription Receipt. In addition, Canaccord will have an overallotment option to raise additional gross proceeds of up to C$2,000,000, exercisable at any time prior to closing of the Offering.
Each Subscription Receipt will automatically convert into one unit (a "Unit") of Inolife on the satisfaction or waiver of all conditions precedent to the Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the "Release Conditions"), without the payment of additional consideration or the taking of further action on the part of the subscriber. Each Unit will be comprised of one common share in the capital of Inolife and one-half of one non-transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of Inolife (each, a "Warrant Share") at a price of C$0.70 per Warrant Share for a period of twelve months following the satisfaction of the Release Conditions.
The gross proceeds of the Offering (less Canaccord's expenses and 50% of the 8% commission payable to Canaccord as detailed below) will be held in escrow pending the satisfaction of the Release Conditions. In the event the Transaction does not occur on or before March 31, 2021, the gross proceeds shall be returned to the purchasers pro rata without any deduction and plus interest, and the Subscription Receipts shall be automatically cancelled. In connection with the Offering, Canaccord is entitled to receive a commission, payable in cash or the equivalent value of Subscription Receipts, of 8% of the aggregate gross proceeds of the Offering, such election at the option of Canaccord. Further, Canaccord is entitled to receive common share purchase warrants equal to the 8% of the number of Subscription Receipts sold under the Offering, exercisable within 24 months from the date the Release Conditions are satisfied to acquire Units at an exercise price of C$0.40 per Unit.
Unless permitted under securities legislation, all securities issued pursuant to the Offering are subject to a hold period ending on the date that is four months and a day after the later of (i) the closing of the Offering, and (ii) the date that Inolife became a reporting issuer in any province or territory. The Offering is expected to close on or prior to December 21, 2020.
As previously announced, the Company and Inolife have entered into a definitive agreement (the "Definitive Agreement") that will, if fully implemented, result in a reverse takeover of the Company by the current shareholders of Inolife by way of an amalgamation under the Canada Business Corporations Act. The Definitive Agreement is available on www.SEDAR.com under the Company's profile.
Filing Statement and Caution
Further details about the Transaction and the resulting issuer will be provided in the filing statement of the Company to be prepared and filed in respect of the Transaction. Investors are cautioned that, except as disclosed in the filing statement, 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 Capital Pool Company should be considered highly speculative.
Trading in the BUZ Shares
Trading in the common shares in the capital of BUZ (the "BUZ Shares") will remain halted pending the review of the proposed Transaction by the TSX Venture Exchange. There can be no assurance that trading in the BUZ Shares will resume prior to the completion of the Transaction.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian and United States securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: the terms, conditions and completion of the proposed Transaction; and the terms, conditions and completion of the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements and forward-looking information depending on, among other things, the risks that the parties will not proceed with the Transaction, the Offering and other associated transactions.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture 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 capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
President and CEO
BuzBuz Capital Corp.
President and CEO
Global Capital Markets
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/67426