Bluewater Acquisition Corp. Announces TSXV Conditional Acceptance of Qualifying Transaction and Extension of Deadline to Complete Qualifying Transaction
Bluewater Acquisition Corp.
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CALGARY, Alberta, Jan. 20, 2022 (GLOBE NEWSWIRE) -- Bluewater Acquisition Corp. (“BAQ”) (TSXV: BAQ.P) is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the “TSXV”) for the closing of its proposed qualifying transaction (the “Qualifying Transaction”) with VM Agritech Limited (“VMA”).
Further to its news release dated October 26, 2021, BAQ entered into a share exchange agreement (the “Share Exchange Agreement”) with VMA and its shareholders, with respect to the acquisition by BAQ of all the issued and outstanding share capital of VMA. Upon completion of the acquisition contemplated in the Share Exchange Agreement, VMA will become a wholly-owned subsidiary of BAQ, and it is anticipated that the resulting issuer will be listed on the TSXV as a “Tier 2 Issuer” in its Technology industry segment, and will engage in the existing business of VMA.
The completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final TSXV acceptance and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, the closing of the Qualifying Transaction is expected to occur on or before January 31, 2022, or such other date as BAQ and VMA may determine.
For further information regarding the Qualifying Transaction, please refer to BAQ’s news releases dated October 26, 2021, which is available under BAQ’s profile on SEDAR at www.sedar.com. BAQ intends to file a CPC Filing Statement under BAQ’s profile on SEDAR at least seven business days prior to the completion of the Qualifying Transaction.
About BAQ
BAQ is a capital pool company (“CPC”) within the meaning of the policies of the TSXV, incorporated under the Canada Business Corporations Act (the “CBCA”). BAQ has not commenced operations and has no assets other than cash. BAQ’s principal business is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” under Policy 2.4 - Capital Pool Companies of the TSXV.
About VMA
VMA is a private limited company existing under the laws of England and Wales, incorporated on May 27, 2014. VMA has developed and patented a solubilised copper-zinc phosphite complex that appears to kill pathogenic fungi in plants directly while also potentially triggering a plant’s immune system to defend itself against further fungal attack. VMA is currently engaged with Cornell University’s College of Agriculture and Life Sciences (CALS) to further research and develop its technology with the end goal of commercialization applicable to the entire global plant-based agricultural industry. VMA’s patented formulae are directed at controlling both fungal and bacterial plant pathogens in a novel safe, effective and organic way. The original efficacy research was conducted at the University of Exeter, England, and in 2016 and 2017, VMA, in collaboration with the research team at the University of Exeter, was granted two Industrial Partnership awards with the Biotechnology and Biological Sciences Research Council in the United Kingdom worth over £1.19 million (approximately CA$2.06 million), the results of which were delivered in 2019 and 2020.
Further Developments Since October 26, 2021 News Release
Since the news release dated October 26, 2021, further developments have occurred with respect to the Qualifying Transaction, specifically with regards to the Amending Agreement, the BAQ Private Placement, the Consulting Arrangements, the Resulting Issuer Board, and the Resulting Issuer Officers (all as defined below).
BAQ and VMA have entered into an agreement, effective as of November 30, 2021, amending the Share Exchange Agreement (the “Amending Agreement”). Pursuant to the Amending Agreement, the parties extended the deadline for the completion of the Qualifying Transaction from November 30, 2021, to January 31, 2022.
Prior to the completion of the Qualifying Transaction, BAQ intends to complete a private placement (the “BAQ Private Placement”), which involves the issuance by BAQ of BAQ common shares, at a purchase price of US$0.25 per BAQ common share, for minimum gross proceeds of US$5,500,000, and maximum gross proceeds of US$6,500,000. Assuming receipt of the minimum proceeds of the BAQ Private Placement, BAQ will issue 22,000,000 BAQ common shares at closing; and assuming receipt of the maximum proceeds of the BAQ Private Placement, BAQ will issue 26,000,000 BAQ common shares at closing.
In connection with the completion of the Qualifying Transaction, it is anticipated that BAQ will enter into consulting arrangements which will ultimately entitle Peter Karos and Mihalis Sapountzoglou to receive equity compensation in an aggregate amount equal to 3,730,000 BAQ common shares, at a deemed price of US$0.25 per BAQ common share, for aggregate deemed consideration of US$932,500 (the “Consulting Arrangements”).
Shortly after the completion of the Qualifying Transaction, the BAQ board is expected to be reconstituted to consist of Victoria Bradbury, Stuart Hensman, Peter Karos, Maurice Levesque, Mihalis Sapountzoglou, and Christopher Wightman (the “Resulting Issuer Board”). Officers of BAQ immediately after the completion of the Qualifying Transaction will consist of Mihalis Sapountzoglou as Chief Executive Officer, Brad Giblin as Chief Financial Officer, Christopher Wightman as Executive Vice President, Peter Karos as Executive Vice President, Investor Relations, Svetlana Panicheva as Chief Scientist, Glenn Warkentin as Corporate Secretary, and such other persons as may be appointed by the BAQ board or management (the “Resulting Issuer Officers”).
Victoria Bradbury, Director
Ms. Bradbury has over 35 years of experience both serving on and reporting to boards, ranging from university and school boards, to charitable organizations, to large federal government departments and multi-billion dollar private entities. Among the boards she has served on are the RCMP, Natural Resources Canada, and the Canada Lands Company. She is a long-standing member of the Institute of Corporate Directors and expects her ICD.D designation in 2022.
Ms. Bradbury began her career in 1989 as a chartered accountant at Cooper & Lybrand in the United Kingdom. In 1994, she moved to Ottawa as a senior manager for PwC, primarily working with Canadian government agencies to institute processes and controls. In addition to PwC, she has held controller positions at both Cadillac Fairview and the Mancal Corporation. Ms. Bradbury holds a BA degree in English Literature from McGill University in Montreal.
Stuart Hensman, Director
Mr. Hensman began his career at Sun Life Assurance Company in 1981 in Toronto as an analyst and portfolio manager. From 1987 to 1999, he was a Managing Director for Scotia Capital based in London, England. Mr. Hensman then was promoted to Chairman and CEO of Scotia Capital (USA) based in New York City where he served from 2000-2002. Since 2004, he has served on numerous boards including CI Funds, Prophecy DeFi and Creststreet Power & Income Fund. He holds a Bachelor of Arts degree from the University of Winnipeg and a Master of Science degree from Loughborough University in the United Kingdom.
Maurice Levesque, Director
Mr. Maurice Levesque is a founder, Chairman, and Chief Executive Officer of Qwest Investment Management Corp. (“QIM”). Mr. Levesque is the Chairman, CEO and Chief Compliance Officer of Qwest Investment Fund Management Ltd., and Chairman, President and director of Heritage Bancorp Ltd., Chairman of Qwest Fund Advisory and Back Officer Services Ltd. (all three companies a subsidiary of QIM). Mr. Levesque has over 35 years of experience in the Canadian financial industry and is recognized for his broad knowledge, skills and experience in the venture capital industry, financial services industry and for his leadership skills in new business formation and development. Mr. Levesque is a founder and/or a director of several private and publicly traded companies which operate in a variety of industries. Mr. Levesque graduated from The Northern Alberta Institute of Technology with a diploma in Administration Management.
Further Information
All information contained in this news release with respect to BAQ and VMA was supplied by the respective party, for inclusion herein, without independent review by the other 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 Qualifying Transaction is subject to a number of conditions, including but not limited to final TSXV acceptance. The Qualifying Transaction cannot close until such approvals are obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement of BAQ to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of BAQ should be considered highly speculative.
The TSXV has not in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Peter Karos peter@bluewateracquisition.com (416) 414-9916
Mike Sapountzoglou CEO, CFO and Director mike@bluewateracquisition.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information Disclaimer
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the closing of the Qualifying Transaction. Often, but not always, forward-looking statements or information can be identified by the use of words such as “anticipate”, “expect”, “may” or “will” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
With respect to forward-looking statements and information contained herein, BAQ and VMA have made numerous assumptions including among other things, assumptions about general business and economic conditions of VMA and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of BAQ and VMA believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Qualifying Transaction; risks relating to the receipt of all requisite approvals for the Qualifying Transaction, including the approval of the TSXV; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of the COVID-19 pandemic including, but not limited to, its impact on general economic conditions; the ability to obtain financing as required; and other risk factors as detailed from time to time in other documents available under BAQ’s profile at www.SEDAR.com. BAQ and VMA do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
