LL One Inc. ("
LLO" or the
"
Company")
LL One Inc. (TSX.V:
LLO.P), a capital pool company, is pleased to announce the closing
of the previously announced concurrent financing by The Limestone
Boat Company Inc. ("
LBC") comprised of: (i) a
brokered offering of 285,050 subscription receipts of LBC
("
Subscription Receipts") at a price of $8.00 per
Subscription Receipt for aggregate gross proceeds of approximately
$2.28 million (the "
Brokered Subscription Receipt
Offering"), (ii) a non-brokered offering of 3,100
Subscription Receipts at a price of $8.00 per Subscription Receipts
for aggregate proceeds of $24,800 (the "
Non-Brokered
Subscription Receipt Offering" and collectively with the
Brokered Subscription Receipt Offering, the "
Subscription
Receipt Offering"), and (iii) a non-brokered offering of
115,625 founder common shares of LBC at a price of $8.00 per
founder common share for aggregate gross proceeds of $925,000 (the
"
Concurrent Common Share Offering", and
collectively with the Subscription Receipt Offering, the
"
Offering"). The Subscription Receipt Offering was
led by Beacon Securities Limited ("
Beacon" or the
"
Agent").
The Qualifying
TransactionPursuant to a definitive agreement, dated
November 13, 2020 (the "Definitive Agreement")
between LLO, LBC and 2790889 Ontario Inc., a wholly-owned
subsidiary of the Company ("Subco"), the parties
will complete a three-cornered amalgamation (the
"Qualifying Transaction") pursuant to Policy 2.4 –
Capital Pool Companies (the "Policy") of the TSX
Venture Exchange (the "Exchange"). In accordance
with the Definitive Agreement, LBC will amalgamate with Subco and,
pursuant thereto, all of the issued and outstanding founder common
shares of LBC and Class A common shares of LBC (collectively, the
"LBC Shares") will be cancelled and LLO will issue
50 common shares in the capital of the Company (the "LLO
Shares"), issued at a deemed price of $0.16, in
consideration of each such LBC Share so cancelled (the
"Exchange Ratio"). Upon completion of the
Qualifying Transaction, LLO will continue the business of LBC with
LBC as its wholly-owned operating subsidiary (the Company, after
the Qualifying Transaction, referred to herein as the
"Resulting Issuer"). Effective on closing the
Qualifying Transaction the name of the Resulting Issuer will be
changed to "The Limestone Boat Company Limited" or such other name
as may be acceptable to LBC and the Exchange.
The Subscription Receipt
Offering
The Subscription Receipts were issued pursuant
to a subscription receipt agreement dated January 20, 2021 (the
"Subscription Receipt Agreement") between LBC,
Beacon, and TSX Trust Company, as subscription receipt agent.
Pursuant to the Subscription Receipt Agreement, the gross proceeds
from the Subscription Receipt Offering (less 50% of the Agent's
cash commission, the Agent's work fee, and all of the Agent's
expenses) have been placed in escrow pending delivery of a notice
(the "Release Notice") that the escrow release
conditions set out in the Subscription Receipt Agreement (the
"Escrow Release Conditions") have been met (the
"Escrow Release"). The Escrow Release Conditions
include the satisfaction of all conditions precedent to the closing
by the Company of the Qualifying Transaction. If the Escrow Release
Conditions are satisfied or waived by 5:00 p.m. (Toronto time) on
April 20, 2021, then the escrowed funds (less the balance of the
Agent's cash commission) will be released to LBC. If either (i) the
Escrow Release Conditions are not satisfied by such time, or (ii)
LBC advises the Agent or announces to the public that it does not
intend to satisfy any of the Escrow Release Conditions, then at the
earlier of such time the Subscription Receipts will be deemed to be
cancelled and holders of Subscription Receipts will receive a cash
amount equal to the offering price of the Subscription Receipts.
Any shortfall will be funded by LBC.
Each Subscription Receipt will automatically
convert into one common share of LBC (each, an "LBC
Share"), without any further payment or action on the part
of the holder thereof, provided that the Escrow Release Conditions
have been satisfied. Upon completion of the Qualifying Transaction
each such LBC Share will be cancelled and LLO will issue 50 LLO
Shares in consideration of such LBC Share.
The Agent is entitled to a work fee in the
amount of $60,000 and a cash commission equal to 7% of the gross
proceeds of the Brokered Subscription Receipt Offering, 50% of
which was paid on closing of the Offering and the other 50% of
which will be payable upon satisfaction of the Escrow Release
Conditions. The Agent has also received 28,505 broker warrants (the
"Broker Warrants") and 11,000 ("Work
Warrants", and collectively with the Broker Warrants, the
"Compensation Warrants"). Each Compensation
Warrant will entitle the holder to acquire 50 common shares of the
Resulting Issuer (each "Resulting Issuer Share")
at a price of $0.16 per Resulting Issuer Share for a period of 24
months following the Escrow Release.
This press release is not an offer of
subscription receipts or common shares for sale in the United
States. The Subscription Receipts and common shares may not be
offered or sold in the United States absent registration under the
U.S. Securities Act of 1933, as amended, or an exemption from such
registration. The Company has not registered and will not register
the Subscription Receipts or common shares under the U.S.
Securities Act of 1933, as amended. Neither the Company, nor LBC
intends to engage in a public offering of common shares in the
United States. 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 state in which such offer,
solicitation or sale would be
unlawful.
About LBC
LBC was incorporated under the Business
Corporations Act (Ontario) on January 14, 2020. LBC is a
closely-held private corporation. Scott Hanson of Collingwood,
Ontario currently exercises control over 26.7% of the LBC Shares,
Telfer Hanson of Burlington, Ontario currently exercises control
over 16.08% of the LBC Shares, and Taylor Hanson of Stoney Creek,
Ontario currently exercises control over 15.26% of the LBC Shares
currently issued and outstanding. Scott Hanson will exercise
control over approximately 16.43% of the Resulting Issuer common
shares following completion of the Qualifying Transaction.
LBC has licensed the global manufacturing rights
and use of the Limestone® brand for the manufacturing and sales of
premium boats in North America from Mark Ellis Designs LLC in May
2020. In August of 2020, The Limestone Boat Company Inc., under the
experienced direction of yacht designer and CEO, Scott Hanson
acquired all of the fixed assets, being the molds and tooling for
the manufacturing of 17', 20', 22', 24' and 26' boats, from
Medeiros Boat Works of Oakville, Ontario. Until the sale to LBC,
Medeiros Boat Works had been manufacturing boats under the
Limestone® brand for more than 25 years, pursuant to a license from
Mark Ellis Designs. Scott Hanson, with the support of the
management team, board of directors of LBC and Mark Ellis have
modernized the configuration of the Limestone® line of boats to
outboard power and beautiful interior configurations, and, in
October 2020, transitioned manufacturing to facilities in
Tennessee, where Ebbtide Holdings, LLC is manufacturing the boats
under contract. The LBC team has successfully marketed the new
Limestone® line of boats to dealers in the US and Canada and is on
pace to sell out their 2021 build capacity by the end of the 2020
calendar year. The demand for boats worldwide has seen considerable
growth in 2020, which demand is not expected to subside in the near
future.
For further information contact:
LL One Inc.Alan Gertner,
Directoralangertner@hey.com
The Limestone® Boat Company
Inc.Telfer Hanson,
Chairman416-230-3003telfer@limestoneboats.com
Cautionary Note Regarding
Forward-Looking Information
All information contained in this news release
with respect to LLO, LBC, or Beacon was supplied by the parties,
respectively, for inclusion herein, and LLO and its directors and
officers have relied on LBC and Beacon, as applicable, for any
information concerning such party.
Completion of the Qualifying Transaction is
subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange
requirements, majority of the minority shareholder approval.
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 Exchange 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 Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this press
release.
This news release contains forward-looking
statements relating to the timing and completion of the Qualifying
Transaction, the future operations of the Company, LBC, and the
Resulting Issuer and other statements that are not historical
facts. Forward-looking statements are often identified by terms
such as "will", "may", "should", "anticipate", "expects" and
similar expressions. All statements other than statements of
historical fact, included in this release, including, without
limitation, statements regarding the Qualifying Transaction and the
future plans and objectives of the Company, LBC, and the Resulting
Issuer are forward-looking statements that involve risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the expectations of the Company, LBC, and the
Resulting Issuer include the failure to satisfy the conditions to
completion of the Qualifying Transaction set forth above and other
risks detailed from time to time in the filings made by the
Company, LBC, and the Resulting Issuer with securities
regulations.
The reader is cautioned that assumptions used in
the preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Company, LBC, and the Resulting
Issuer. As a result, the Company, LBC, and the Resulting Issuer
cannot guarantee that the Qualifying Transaction will be completed
on the terms and within the time disclosed herein or at all. The
reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company, LBC, and the
Resulting Issuer will update or revise publicly any of the included
forward-looking statements as expressly required by Canadian
securities law.
LL One (TSXV:LLO.P)
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