The Limestone Boat Company Limited Closes Qualifying Transaction
LL One Inc.
9 min read
Trading to begin on March 4, 2021 under the ticker symbol BOAT
TORONTO, March 02, 2021 (GLOBE NEWSWIRE) -- The Limestone Boat Company Limited (formerly LL One Inc.) (the "Company") is pleased to announce it has closed its qualifying transaction (the "Qualifying Transaction") pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange") and that the Company changed its name from "LL One Inc." to "The Limestone Boat Company Limited". Trading of common shares of the Company (each, a "Common Share") on the Exchange will resume on March 4, 2021.
As previously announced, the Company entered into a definitive agreement dated November 13, 2020 (the "Definitive Agreement") with The Limestone Boat Company Inc. ("LBC") and 2790889 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company, pursuant to which the parties completed a three-cornered amalgamation transaction (the "Amalgamation") resulting in the reverse take-over of LLO by the shareholders of LBC. Pursuant to the terms of the Definitive Agreement, Subco amalgamated with the LBC and, in connection with the Amalgamation, each holder of shares of LBC ("LBC Shares") received 50 Common Shares in exchange for each LBC Share (the "Exchange Ratio"). In addition, each convertible, exchangeable, or exercisable security of LBC was exchanged for a convertible exchangeable, or exercisable security, as applicable, of the Company on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of LBC based on the Exchange Ratio. As a result of the Qualifying Transaction, the Company will function as a holding company with Amalco as its primary operating subsidiary. The business of Amalco is the business formerly conducted by the LBC.
A filing statement dated February 23, 2021 (the "Filing Statement"), providing information about the Qualifying Transaction, was posted to the Company's SEDAR profile, accessible via at www.sedar.com. Please see the Filing Statement on SEDAR for additional information, including details regarding LBC.
Outstanding and Escrowed Shares
Following completion of the Qualifying Transaction, there are 97,927,350 Common Shares issued and outstanding on a non-diluted basis and 103,503,100 Common Shares issued and outstanding on a fully diluted basis.
As disclosed in the Filing Statement, 52,319,850 Common Shares issued pursuant to the Qualifying Transaction (representing approximately 53.43% of the issued and outstanding Common Shares) are subject to a Tier 2 Value Security Escrow Agreement and an additional 10,000,000 Common Shares (representing approximately 10.21% of the issued and outstanding Common Shares) are subject to Exchange Seed Share Resale Restrictions. 7,950,000 Common Shares remain subject to a capital pool company escrow agreement.
Resumption of Trading
The Company's common shares will commence trading on the Exchange as a Tier 2 Industrial, Technology or Life Sciences Issuer under the symbol "BOAT" once the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Qualifying Transaction.
Board of Directors
The board of directors of the Company consists of Telfer Hanson, Scott Hanson, Alan Gertner, Bryan Pearson, Charmaine Crooks, and Charles Pennock. Management of the Company consists of Scott Hanson (CEO), Donald J. Page (CFO), and Taylor Hanson (COO). Select biographical details regarding the board of directors and management can be found in the Filing Statement.
Early Warning Requirements – Scott Hanson
Scott Hanson announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of the Company.
Mr. Hanson intends to file an early warning report in connection with the acquisition of 17,500,000 Common Shares in connection with the Qualifying Transaction. Scott is the Chief Executive Officer and a director of the Company.
Immediately prior to the closing of the Qualifying Transaction, Mr. Hanson did not, directly or indirectly, hold any shares of the Company. Immediately following the closing of the Qualifying Transaction, Scott Hanson holds, directly or indirectly, an aggregate of 17,500,000 Common Shares (representing 17.87% of the issued and outstanding Common Shares). Scott Hanson directly holds 14,000,000 Common Shares and is deemed to beneficially own or control 3,500,000 Common Shares directly held by Cynthia Hayhurst.
The Common Shares held by Mr. Hanson, directly or indirectly, are subject to an applicable Exchange escrow time based release schedule, as more particularly described in the Filing Statement.
In accordance with applicable securities laws, Mr. Hanson may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Scott Hanson in connection with the RTO and will be available on SEDAR under the Company's profile.
Early Warning Requirements – Telfer Hanson
Telfer Hanson announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of the Company.
Mr. Hanson intends to file an early warning report in connection with the acquisition of 16,319,850 Common Shares in connection with the Qualifying Transaction. Mr. Hanson is the Chairman of the board of directors of the Company.
Immediately prior to the closing of the Qualifying Transaction, Mr. Hanson did not, directly or indirectly, hold any shares of the Company. Immediately following the closing of the Qualifying Transaction, Mr. Hanson holds, directly or indirectly, an aggregate of 16,319,850 Common Shares (representing 16.67% of the issued and outstanding Common Shares). Telfer Hanson directly holds 1,250,000 Common Shares and is deemed to beneficially own or control 1,250,000 Common Shares directly held by Madeline Hanson. The Telfer Hanson (2017) Family Trust, of which Mr. Hanson is a trustee, holds 9,531,250 Common Shares and RKH Limited, of which Mr. Hanson is the controlling shareholder, holds 4,288,600 Common Shares.
The Common Shares held by Mr. Hanson, directly or indirectly, are subject to an applicable Exchange escrow time based release schedule, as more particularly described in the Filing Statement.
In accordance with applicable securities laws, Mr. Hanson may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Telfer Hanson in connection with the RTO and will be available on SEDAR under the Company's profile.
About Limestone
The Limestone Boat Company Limited is a North American designer and manufacturer of recreational and commercial powerboats. Limestone is a heritage brand with a 35-year legacy, renowned for its timeless design, big water performance, quality manufacturing and durability. Crafted in a centrally-located manufacturing facility in Tennessee, Limestone features an evolved and expanded product line that will appeal to a growing number of boaters coast to coast.
For more information, contact: Investor Relations Bill Mitoulas 800-720-2395 bill@limestoneboats.com Website: limestoneboats.com
Cautionary statements
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has in any way passed upon the merits of the Qualifying Transaction and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company is subject to a number of material risks and uncertainties. Please refer to the Filing Statement and other SEDAR filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals. The forward looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward looking information contained herein.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
