The Limestone Boat Company
Limited (the “
Company”) (
TSXV:
BOAT | OTCQB: LMSBF) – owner and builder of Aquasport
Boats, Limestone® Boats and Boca Bay Boats – announces that it
intends to complete a non-brokered private placement (the
"
Offering") of up to $5.0 million aggregate
principal amount of unsecured, convertible debentures (the
"
Debentures"), at a price of $1,000 per Debenture
(the "
Issue Price"). The Debentures will mature 3
years from their date of issuance (the "
Term").
The Debentures will bear interest at a rate of 10% per annum,
payable annually in arrears. The Debentures will be convertible at
any time at the option of the holder into common shares of the
Company (“
Common Shares”) at a conversion price of
$0.24 per Common Share (the "
Conversion Price").
If at any time following 120 days from the date of issuance of the
Debentures (the "
Closing Date") and prior to the
date that is 30 days prior to the end of the Term, the volume
weighted average closing price of the Common Shares on the TSX
Venture Exchange, or such other exchange on which the Common Shares
may be listed, (the "
Exchange"), is equal to or
higher than $0.50 per Common Share for 20 consecutive trading days,
the Company may notify the holders of the Debentures that the
Debentures will be automatically converted into Common Shares at
the Conversion Price 30 days following the date of such notice.
The Company will pay qualified brokers a cash
commission of 8% of the gross proceeds from each Debenture
subscription and compensation options equal to 8% of the Common
Shares underlying the Debentures (the “Compensation
Options”). Each Compensation Option will be exercisable
into one Common Share at an exercise price of $0.24 for a period of
18 months from the Closing Date.
The Offering is subject to a number of
applicable regulatory approvals, including the approval of the
Exchange. The Offering is expected to close by April 20, 2022, or
such other date as reasonably determined by the Company.
About The Limestone Boat Company
LimitedThe Limestone Boat Company – owner and builder of
Aquasport Boats, Limestone® Boats and Boca Bay Boats – is
publicly traded on the Toronto Venture Exchange under the ticker
symbol BOAT and on the U.S.-based OTCQB® Venture Market under the
ticker symbol LMSBF. They are headquartered in Collingwood, Ontario
with a 145,000 sq. ft. manufacturing facility in White Bluff,
Tennessee. The company is backed by a large, skilled labor force
and dealer partners throughout the United States and the Canadian
Great Lakes Region.
For more information, contact: Bill Mitoulas | Investor
Relations800-720-2395bill@limestoneboats.comwww.limestoneboatcompany.com
Neither the TSXV nor its Regulation Services Provider
(as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
The securities offered pursuant to the Offering
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, (the “1933
Act”) and may not be offered, sold or delivered, directly
or indirectly, in the United States, or to, or for the account or
benefit of, “U.S. persons” (as defined in Regulation S under the
1933 Act), except pursuant to an exemption from the registration
requirements of the 1933 Act. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Cautionary Note Regarding Forward-Looking
Statements
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 “anticipate”, “believe”, “could” “should”, “would”,
“estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely,
“may”, “plan”, “potential”, “project”, “outlook”, “seek”, “target”,
“trend” or “will” 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. Forward-looking statements in this press release include
statements regarding the anticipated timing to complete the
Offering, the ability of the Company to obtain Exchange approval of
the Offering, and the expected use of proceeds of the Offering. 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.
In particular, this news release includes
forward-looking information relating to the proposed timing of
completion of the Offering, the anticipated use of the net proceeds
of the Offering and the terms of the Debentures. These
forward-looking statements involve a number of risks and
uncertainties, including those related to: (i) the impact of
general economic conditions; (ii) industry conditions; (iii) stock
market volatility; and (iv) the failure or delay in satisfying any
of the conditions to the completion of the Offering, many of which
are beyond the Company’s control. New risk factors may arise from
time to time and it is not possible for management of the Company
to predict all of those risk factors or the extent to which any
factor or combination of factors may cause actual results,
performance or achievements of the Company to be materially
different from those contained in forward-looking statements.
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.
Many factors could cause actual results, level
of activity, performance or achievements or future events or
developments to differ materially from those expressed or implied
by the forward-looking statements. All the forward-looking
statements made in this press release are qualified by these
cautionary statements and other cautionary statements or factors in
this press release. There can be no assurance that the actual
results or developments will be realized or, even if substantially
realized, will have the expected consequences to, or effects on,
the Company.
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