/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and
EDMONTON, AB, May 17, 2021 /CNW/ - Blackheath Resources
Inc. (TSXV: BHR) ("Blackheath") and Wolverine Energy and
Infrastructure Inc. ("Wolverine") (TSXV: WEII) are pleased
to announce that Blackheath has filed its Filing Statement dated
May 17, 2021 (the "Filing
Statement") on SEDAR in connection with the previously
announced acquisition by Blackheath of the clean energy assets of
Wolverine (the "Transaction").
The Transaction will constitute a Reverse Takeover of Blackheath
pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers
of the TSX Venture Exchange (the "TSXV").
Completion of the Transaction remains subject to a number of
conditions, including final approval of the TSXV.
Trading in the shares of Blackheath was halted effective
February 16, 2021 in connection with
the announcement of the Transaction and will remain halted until
the completion of the Transaction. Immediately prior to the
closing of the Transaction, Blackheath will complete the previously
announced share consolidation and change its name to "Green
Impact Partners Inc.". Following completion of the
Transaction, Green Impact Partners Inc. (formerly Blackheath) (the
"Resulting Issuer" or "GIP") is expected to resume
trading on the TSXV under the symbol "GIP".
Closing of the Transaction is expected to occur on or about
May 27, 2021. Following
completion of the Transaction:
- The Resulting Issuer (formerly Blackheath) will be a
TSXV-listed publicly-traded company, will own and operate the Clean
Energy Assets (as described below) and will have approximately
$42,500,000 of additional capital to
develop such Clean Energy Assets. The Clean Energy Assets
include: seven water treatment and recycling and waste management
facilities in the Canadian prairies, an indirect 80% interest in
Aloha Recycling, which provides solid recycling collection and
processing services in Hawaii,
United States, and assets that are
associated with certain clean energy development projects currently
being undertaken by Wolverine; and
- Wolverine will continue as a TSXV publicly–traded diversified
energy and infrastructure provider in western Canada and the
United States, providing a wide range of services including:
construction/infrastructure construction and management, heavy
equipment sales and rentals, oilfield and energy equipment rentals,
above ground water management services, wide ranging oil and gas
services, and transportation and trailer rentals. Pursuant to
the Transaction, Wolverine will receive a cash payment of
approximately $50,000,000 to develop
its business, recognizing that a portion of this payment may be
used, directly or indirectly, to pay a portion of the purchase
price owing by Wolverine to the vendors in connection with
Wolverine's acquisition of Akira Infra I Ltd. and Transition Energy
Inc. (each as discussed in the Blackheath and Wolverine joint press
release dated April 8, 2021).
Further details of the Transaction, Blackheath, the Clean Energy
Assets and the Resulting Issuer are provided in Blackheath's Filing
Statement, which can be found under Blackheath's company profile on
the SEDAR website at www.sedar.com. Reference is also
made to the news releases of Blackheath and/or Wolverine dated
February 17, February 24, April
8, April 24, April 29 and April 30,
2021 for additional information relating to the Transaction
and to the information circular of Wolverine, dated March 26, 2021 (the "Circular"), which is
available under Wolverine's company profile on the SEDAR website at
www.sedar.com.
About Blackheath (including Green Impact Operating Corp.) and
the Resulting Issuer
Blackheath currently has no ongoing operations and previously
operated as a junior mineral exploration company. Blackheath
is listed under the trading symbol "BHR" on the TSXV. Blackheath
was incorporated under the laws of British Columbia in May
2011 and was engaged in the exploration and development of
mineral properties in northern Portugal, primarily for tungsten and
tin. Blackheath currently has no operations but does maintain
a royalty interest in the Borralha tungsten project, which is
subject to an option agreement with another company.
As noted in the joint February 16,
2021 press release of Wolverine and Blackheath, after giving
effect to the Transaction, the Resulting Issuer (formerly named
Blackheath) will operate as an ESG and renewables company
incorporated under the laws of British
Columbia, the shares of which will be listed on the TSXV
under the symbol "GIP". Following completion of the Transaction,
GIP will operate with a focus on renewable energy through
by-products, waste water and carbon reduction.
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 Transaction, 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, Wolverine, the Resulting
Issuer (Green Impact Partners Inc.) 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 the Resulting Issuer'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 Transaction (including closing of the
Transaction) and the future business and prospects of the Resulting
Issuer 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
the Resulting Issuer; 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 the Resulting
Issuer. These forward-looking statements reflect material factors,
expectations and assumptions. 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.
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 the Resulting Issuer's current and future
operations and such information may not be appropriate for other
purposes. Wolverine and the Resulting Issuer'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 the
Resulting Issuer 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
Circular or the Filing Statement 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.
SOURCE Wolverine Energy and Infrastructure Inc.