Trusted Brand 2016 Inc. Announces Definitive Agreement for Qualifying Transaction
GlobeNewswire
EDMONTON, Alberta, June 19, 2020 (GLOBE NEWSWIRE) -- Trusted Brand 2016 Inc. ("Trusted Brand" or the “Corporation”) (TSX VENTURE: HAH.P), a capital pool corporation, is pleased to announce that it has entered into a definitive share purchase agreement subject to the usual conditions (the “Definitive Agreement”) with 1421526 Alberta Ltd. (“1421526”), Lui Holdings Corporation (“Lui Holdings”) and 991799 Alberta Ltd. (“991799”), all private Alberta corporations, dated June 19, 2020 pursuant to which Trusted Brand will acquire all of the issued and outstanding Class “A” common voting shares in the capital of 1421526 together with all of the shareholder loans on a converted to equity basis (collectively the “Shareholder Interest”) for a total purchase price equal to the aggregate of the fair market value of the Shareholder Interest, being $11,328,422.71 (the “Transaction”). Ben Lui has controlling interest of Lui Holdings and resides in Edmonton, Alberta and Ed Chong has controlling interest of 991799 and resides in Sherwood Park, Alberta. The Transaction is an arm's-length transaction and will constitute Trusted Brand's "Qualifying Transaction" pursuant to TSX Venture Exchange Policy 2.4. There are no relationships between any Non-Arm's Length Party of Trusted Brand or 1421526 and as such the Transaction is not considered a Non-Arm's Length Qualifying Transaction and therefore does not require shareholder approval. The resulting issuer will be the Corporation, which will be renamed to Yorkton Equity Group Inc. upon completion of the Transaction and will trade under the ticker symbol “YEG” on the TSX Venture Exchange.
The 1421526 shareholder loans are with each of Lui Holdings and 991799 (collectively the “1421526 Shareholders”) in the amount of $3,457,206.68 and $498,635.00, respectively, for an aggregate amount of $3,955,841.68 which will be paid by way of 19,779,208.40 preferred shares in the capital of the Corporation to be issued as Series II (“Series II Preferred Shares”), with a fair market value of $0.20 per Series II Preferred Share, to the 1421526 Shareholders on closing. The Series II Preferred Shares will be exchangeable on a one-to-one basis into common shares of the Corporation (“Common Shares”), subject to approval of the TSX Venture Exchange based on appropriate share distribution being satisfied.
About 1421526 Alberta Ltd.
1421526 is the owner of a two storey retail and commercial building referred to as Pacific Rim Mall located at 9700 – 105th Avenue NW, Edmonton, Alberta which is situated on a 26,400 square foot land base, and a 34,845 square foot gravel parking lot along 98th Street and 105th Avenue in Edmonton, Alberta which is zoned for future development (the “Property”). 1421526 is an Alberta corporation incorporated under the Business Corporations Act (Alberta) on August 25, 2008, with its principal offices located at 3165, 10180 – 101 Street, Edmonton, T5J 3S4 and its registered office located at 1700, 10175-101 Street NW, Edmonton, Alberta, T5J 0H3. 1421526 has no corporate subsidiaries.
Summary of the Transaction
Pursuant to the Definitive Agreement, the Corporation has agreed to purchase all of the Shareholder Interest of 1421526 from the 1421526 Shareholders for a total purchase price equal to the aggregate of the fair market value of the Shareholder Interest for the following consideration:
The issuance of 15,800,000 Common Shares with a fair market value of $0.20 per Common Share for an aggregate purchase price of $3,160,000;
The issuance of 21,062,905.15 preferred shares in the capital of the Corporation, to be issued as Series I (“Series I Preferred Shares”) with a fair market value of $0.20 per Series I Preferred Share for an aggregate purchase price of $4,212,581.03. The Series I Preferred Shares are exchangeable on a one-to-one basis into Common Shares of the Corporation, subject to approval of the TSX Venture Exchange based on appropriate share distribution being satisfied;
The assumption of 1421526’s commitment pursuant to a shareholder loan with each of 991799 and Lui Holdings in the amount of $498,635.00 and $3,457,206.68 respectively. The shareholder loans in the aggregate amount of $3,955,841.68 will be converted into a total of 19,779,209.40 Series II Preferred Shares with 17,286,033.40 and 2,493,175 being issued to Lui Holdings and 991799 respectively; and
The assumption of a bank loan in the form of a first mortgage registered on the Property from Canada Western Bank in the aggregate amount of $2,571,730.92 as at April 30, 2020.
In conjunction with, or prior to, the Transaction, 1421526 will complete a non-brokered private placement of up to 2,500,000 units (“Units”), at an offering price of $0.20 per Unit, for gross proceeds of up to $500,000. Each Unit shall be comprised of one (1) Common Share and one (1) Common Share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.30 per Common Share for a period of three (3) years following the date of closing (the “Term”). In the event the Common Shares close at a price of equal to or greater than $0.50 per Common Share for a period of greater than twenty (20) consecutive trading days, then the Term of the Warrants shall be automatically accelerated and shortened from three (3) years to thirty (30) calendar days following the date a press release is issued by the Corporation announcing the reduced Term, and the issuance of the press release shall be deemed sufficient notice to all Warrant holders of the shortened Term as a result of the acceleration. The proceeds from the private placement will be used for general working capital.
Effective on the close of the Transaction and pending approval of the TSX Venture Exchange, all of Trusted Brand's existing 396,290 stock options to acquire Common Shares will be re-priced and will entitle the holders thereof to acquire an aggregate of 396,290 Common Shares at an exercise price of $0.15 per Common Share for a period of 12 months following the closing of the Transactions. The resulting issuer will issue an additional total of 750,000 options to its officers, directors and employees at an exercise price of $0.20 per Common Share immediately following the closing of the proposed Qualifying Transaction. Additionally, an aggregate of up to 1,819,200 Common Shares may be transferred from the current directors of Trusted Brand to 1421526 (or its assignees) at a purchase price of $0.20 per Common Share subject to an existing escrow agreement of Trusted Brand. To the knowledge of the Corporation there will be no securities issued as a result of the Qualifying Transaction which will be subject to resale restrictions.
Trading of the Common Shares was suspended on December 10, 2018 for failing to complete its qualifying transaction within the required twenty-four (24) month period in accordance with TSX Venture Exchange policies.
The resulting issuer intends to apply for listing as a Tier 1 Real Estate issuer.
A general policy of the TSXV requires that a sponsor be retained to prepare a sponsor report in compliance with TSXV Policy 2.2. It is expected that application will be made for a waiver of the sponsorship requirement, though there can be no assurance that a waiver request will be granted.
Financial Information
The following selected financial information is derived from the audited financial results of 1421526 for the period from December 31, 2017 to December 31, 2019.
Period from December 31, 2017 to December 31, 2019
2019
2018
2017
Total Revenues
$538,336
$512,587
$461,899
Income (Loss) from operations
$1,291
$2,437
$47,884
Income (Loss) and comprehensive loss
$208,229
$176,282
$27,348
Total assets
$14,205,697
$14,186,884
$14,066,213
Total long-term liabilities
$2,258,969
$2,495,150
$2,422,867
Cash dividends declared
$0
$0
$0
Directors and Officers
The board of directors of Trusted Brand currently consists of Ted Geier, Karen Stewart, Perla Woo and Robert Libin. It is intended that the board of directors of the Corporation following completion of the Transaction will be Ben Lui, Evan Chan, Bill Smith, Mark Wilbert and Jason Theiss. Ben Lui is the sole director and officer of 1421526 and a 90% shareholder, indirectly, of 1421526.
The biographies and municipalities of residence of the Corporation’s proposed directors and key officers are as follows:
Ben Lui – President, Chief Executive Officer and Director
Mr. Lui graduated from the University of Toronto with a Bachelor of Science degree majoring in Computer Science and Commerce. Mr. Lui has since gained diverse professional experience in Information Systems and Business Management consulting, as well as business owner and operator in property management, manufacturing, import and distribution, media publication and hospitality industries. In late 1980’s, Mr. Lui has started his real estate business encompassing investment, development and asset management, and has achieved the Award of Excellence in Multi Family Residential development from the Alberta Masonry Council in 2019.
Mr. Lui primarily focuses on business and real estate acquisitions, strategic planning and development, real estate development and construction.
Mr. Lui is a strong advocate of conservative investment approach providing sustainable growth, transparent communication, accountability, and well-executed business plans with attention to details. Mr. Lui brings to the resulting issuer his visionary leadership which has allowed him to grow his real estate business to over 30 real estate projects comprising of hotel, condominium and land developments, constructions, property management of income producing real estate portfolio, as well as large land parcels for future development.
Evan Chan – Chief Financial Officer, Corporate Secretary and Director
Mr. Chan attained his CPA, CA in 1982 and CISA (Certified Information Systems Auditor) in 1989. He was admitted to Partnership at Gardiner Karbani Audy & Partners CAs in 1986 (now BDO LLP). He has diverse experience in various industries, and he possesses special insight into the betterment of internal control systems and procedures in businesses. He had been a partner-in-charge of audits on public companies. He also has written a computer program used by the legal communities across Canada in 1997. In 2000 he took the position as the Chief Financial Officer and part owner of J&D Food Services – Edmonton & Calgary. He helped grow the bottom-line and sales of J&D. The company grew from $10 million to $50 million in annual revenue over the period 2001 - 2017. The company was eventually sold in 2017 and he stayed on until 2018 to help the new management. He has a passion of flying small planes and playing Scottish bagpipes.
Bill Smith – Director
Mr. Smith was previously the Chairman and Senior VP of BioNeutra Global Corporation, a publicly trading company listed on the TSX Venture Exchange, and Director and Senior VP of BioNeutra North America Inc., a private Alberta corporation. Mr. Smith continues to be employed as an advisor to the President and CEO of BioNeutra Global Corporation.
Mr. Smith holds a Business Administration Degree. His career includes that of a professional athlete (Edmonton Eskimos), a businessman (a Tire operation, a technology company – Alberta Supernet, and a consulting company - Bill Smith & Associates Inc. ), and the Mayor for the City of Edmonton, Alberta. He has also served on a number of public and private boards of directors.
Mark Wilbert – Director
Mr. Mark Wilbert is a Partner at Coldwell Banker Venture Realty and has over 10 years of experience in both Commercial and Residential transactions focusing on investment properties from distressed assets to apartment buildings. He has received many accolades in the real estate market.
His background includes Real Estate Investment, Commercial Banking, International Logistics and International Law. Mr. Wilbert holds a Bachelor of Commerce Degree from the University of Alberta and graduated from the Department of International Relations at Fudan University in Shanghai.
Mr. Wilbert was born and raised in Edmonton, and has assisted in making Edmonton home for several international clients, as well as businesses looking to expand into the Edmonton and surrounding markets.
Jason Theiss – Director
Mr. Theiss is a Chartered Professional Accountant who has over 12 years post designation accounting experience in managing finance and accounting personnel. Since June 2007, Mr. Theiss has been the Chief Financial Officer of Bri-Chem Corp., a publicly trading company listed on the TSX. He is also the founder of Platinum Management Group, a financial management consulting firm providing strategic financial leadership located in Edmonton, Alberta. Mr. Theiss has been involved in an executive management role for several public and private corporations. He has a Chartered Professional Accountant designation and a Bachelor of Business Administration degree.
Any information that is currently unavailable in this press release that is required by the TSX Venture Exchange will be disclosed by the Corporation in a subsequent press release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, approval by shareholders of 1421526 and acceptance of the Transaction by the TSX Venture Exchange. 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 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.
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.
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. forward-looking statements include, but are not limited to, statements with respect to the future business and operations of Trusted Brand and the anticipated closing of its Qualifying Transaction. 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 applicable 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. These forward-looking statements are made as of the date hereof and Trusted Brand disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
For further information, please contact: Trusted Brand 2016 Inc., Ted Geier, Chief Executive Officer, Telephone: 403.252.3616.
