Bluewater Acquisition Corp. (“
BAQ”) (
TSXV:
BAQ.P) is pleased to announce that it has received
conditional acceptance from the TSX Venture Exchange (the
“
TSXV”) for the closing of its proposed qualifying
transaction (the “
Qualifying Transaction”) with VM
Agritech Limited (“
VMA”).
Further to its news release dated October 26,
2021, BAQ entered into a share exchange agreement (the
“Share Exchange Agreement”) with VMA and its
shareholders, with respect to the acquisition by BAQ of all the
issued and outstanding share capital of VMA. Upon completion of the
acquisition contemplated in the Share Exchange Agreement, VMA will
become a wholly-owned subsidiary of BAQ, and it is anticipated that
the resulting issuer will be listed on the TSXV as a “Tier 2
Issuer” in its Technology industry segment, and will engage in the
existing business of VMA.
The completion of the Qualifying Transaction is
subject to a number of conditions including, but not limited to,
receipt of all required regulatory approvals, including final TSXV
acceptance and satisfaction of other customary closing conditions.
Assuming all conditions for closing are satisfied, the closing of
the Qualifying Transaction is expected to occur on or before
January 31, 2022, or such other date as BAQ and VMA may
determine.
For further information regarding the Qualifying
Transaction, please refer to BAQ’s news releases dated October 26,
2021, which is available under BAQ’s profile on SEDAR at
www.sedar.com. BAQ intends to file a CPC Filing Statement under
BAQ’s profile on SEDAR at least seven business days prior to the
completion of the Qualifying Transaction.
About BAQ
BAQ is a capital pool company
(“CPC”) within the meaning of the policies of the
TSXV, incorporated under the Canada Business Corporations Act (the
“CBCA”). BAQ has not commenced operations and has
no assets other than cash. BAQ’s principal business is the
identification and evaluation of assets or businesses with a view
to completing a “Qualifying Transaction” under Policy 2.4 - Capital
Pool Companies of the TSXV.
About VMA
VMA is a private limited company existing under
the laws of England and Wales, incorporated on May 27, 2014. VMA
has developed and patented a solubilised copper-zinc phosphite
complex that appears to kill pathogenic fungi in plants directly
while also potentially triggering a plant’s immune system to defend
itself against further fungal attack. VMA is currently engaged with
Cornell University’s College of Agriculture and Life Sciences
(CALS) to further research and develop its technology with the end
goal of commercialization applicable to the entire global
plant-based agricultural industry. VMA’s patented formulae are
directed at controlling both fungal and bacterial plant pathogens
in a novel safe, effective and organic way. The original efficacy
research was conducted at the University of Exeter, England, and in
2016 and 2017, VMA, in collaboration with the research team at the
University of Exeter, was granted two Industrial Partnership awards
with the Biotechnology and Biological Sciences Research Council in
the United Kingdom worth over £1.19 million (approximately CA$2.06
million), the results of which were delivered in 2019 and 2020.
Further Developments Since October 26,
2021 News Release
Since the news release dated October 26, 2021,
further developments have occurred with respect to the Qualifying
Transaction, specifically with regards to the Amending Agreement,
the BAQ Private Placement, the Consulting Arrangements, the
Resulting Issuer Board, and the Resulting Issuer Officers (all as
defined below).
BAQ and VMA have entered into an agreement,
effective as of November 30, 2021, amending the Share Exchange
Agreement (the “Amending Agreement”). Pursuant to
the Amending Agreement, the parties extended the deadline for the
completion of the Qualifying Transaction from November 30, 2021, to
January 31, 2022.
Prior to the completion of the Qualifying
Transaction, BAQ intends to complete a private placement (the
“BAQ Private Placement”), which involves the
issuance by BAQ of BAQ common shares, at a purchase price of
US$0.25 per BAQ common share, for minimum gross proceeds of
US$5,500,000, and maximum gross proceeds of US$6,500,000. Assuming
receipt of the minimum proceeds of the BAQ Private Placement, BAQ
will issue 22,000,000 BAQ common shares at closing; and assuming
receipt of the maximum proceeds of the BAQ Private Placement, BAQ
will issue 26,000,000 BAQ common shares at closing.
In connection with the completion of the
Qualifying Transaction, it is anticipated that BAQ will enter into
consulting arrangements which will ultimately entitle Peter Karos
and Mihalis Sapountzoglou to receive equity compensation in an
aggregate amount equal to 3,730,000 BAQ common shares, at a deemed
price of US$0.25 per BAQ common share, for aggregate deemed
consideration of US$932,500 (the “Consulting
Arrangements”).
Shortly after the completion of the Qualifying
Transaction, the BAQ board is expected to be reconstituted to
consist of Victoria Bradbury, Stuart Hensman, Peter Karos, Maurice
Levesque, Mihalis Sapountzoglou, and Christopher Wightman (the
“Resulting Issuer Board”). Officers of BAQ
immediately after the completion of the Qualifying Transaction will
consist of Mihalis Sapountzoglou as Chief Executive Officer, Brad
Giblin as Chief Financial Officer, Christopher Wightman as
Executive Vice President, Peter Karos as Executive Vice President,
Investor Relations, Svetlana Panicheva as Chief Scientist, Glenn
Warkentin as Corporate Secretary, and such other persons as may be
appointed by the BAQ board or management (the “Resulting
Issuer Officers”).
Victoria Bradbury, Director
Ms. Bradbury has over 35 years of experience
both serving on and reporting to boards, ranging from university
and school boards, to charitable organizations, to large federal
government departments and multi-billion dollar private entities.
Among the boards she has served on are the RCMP, Natural Resources
Canada, and the Canada Lands Company. She is a long-standing member
of the Institute of Corporate Directors and expects her ICD.D
designation in 2022.
Ms. Bradbury began her career in 1989 as a
chartered accountant at Cooper & Lybrand in the United Kingdom.
In 1994, she moved to Ottawa as a senior manager for PwC, primarily
working with Canadian government agencies to institute processes
and controls. In addition to PwC, she has held controller positions
at both Cadillac Fairview and the Mancal Corporation. Ms. Bradbury
holds a BA degree in English Literature from McGill University in
Montreal.
Stuart Hensman, Director
Mr. Hensman began his career at Sun Life
Assurance Company in 1981 in Toronto as an analyst and portfolio
manager. From 1987 to 1999, he was a Managing Director for Scotia
Capital based in London, England. Mr. Hensman then was promoted to
Chairman and CEO of Scotia Capital (USA) based in New York City
where he served from 2000-2002. Since 2004, he has served on
numerous boards including CI Funds, Prophecy DeFi and Creststreet
Power & Income Fund. He holds a Bachelor of Arts degree from
the University of Winnipeg and a Master of Science degree from
Loughborough University in the United Kingdom.
Maurice Levesque, Director
Mr. Maurice Levesque is a founder, Chairman, and
Chief Executive Officer of Qwest Investment Management Corp.
(“QIM”). Mr. Levesque is the Chairman, CEO and Chief Compliance
Officer of Qwest Investment Fund Management Ltd., and Chairman,
President and director of Heritage Bancorp Ltd., Chairman of Qwest
Fund Advisory and Back Officer Services Ltd. (all three companies a
subsidiary of QIM). Mr. Levesque has over 35 years of experience in
the Canadian financial industry and is recognized for his broad
knowledge, skills and experience in the venture capital industry,
financial services industry and for his leadership skills in new
business formation and development. Mr. Levesque is a founder
and/or a director of several private and publicly traded companies
which operate in a variety of industries. Mr. Levesque graduated
from The Northern Alberta Institute of Technology with a diploma in
Administration Management.
Further Information
All information contained in this news release
with respect to BAQ and VMA was supplied by the respective party,
for inclusion herein, without independent review by the other
party, and each party and its directors and officers have relied on
the other party for any information concerning the other party.
Completion of the Qualifying Transaction is
subject to a number of conditions, including but not limited to
final TSXV acceptance. The Qualifying Transaction cannot close
until such approvals are obtained. There can be no assurance that
the Qualifying Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as
disclosed in the filing statement of BAQ to be prepared in
connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying Transaction may
not be accurate or complete and should not be relied upon. Trading
in the securities of BAQ should be considered highly
speculative.
The TSXV has not in any way passed upon the
merits of the proposed Qualifying Transaction and has neither
approved nor disapproved the contents of this news release.
The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirement. 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 jurisdiction in which such offer,
solicitation or sale would be unlawful.
For further information, please contact:
Peter Karos
peter@bluewateracquisition.com (416)
414-9916
Mike SapountzoglouCEO, CFO and
Directormike@bluewateracquisition.com
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accept responsibility for the adequacy or accuracy of this news
release.
Forward-Looking Information
Disclaimer
Certain statements and information herein,
including all statements that are not historical facts, contain
forward-looking statements and forward-looking information within
the meaning of applicable securities laws. Such forward-looking
statements or information include but are not limited to statements
or information with respect to: the closing of the Qualifying
Transaction. Often, but not always, forward-looking statements or
information can be identified by the use of words such as
“anticipate”, “expect”, “may” or “will” and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and
information.
With respect to forward-looking statements and
information contained herein, BAQ and VMA have made numerous
assumptions including among other things, assumptions about general
business and economic conditions of VMA and the market in which it
operates. The foregoing list of assumptions is not exhaustive.
Although management of BAQ and VMA believes that
the assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that forward-looking statements or information herein will prove to
be accurate. Forward-looking statements and information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information. These factors include, but are not
limited to: risks relating to the Qualifying Transaction; risks
relating to the receipt of all requisite approvals for the
Qualifying Transaction, including the approval of the TSXV; changes
in interest and currency exchange rates; risks relating to
unanticipated operational difficulties (including failure of
technology or processes to operate in accordance with
specifications or expectations, cost escalation, unavailability of
materials and equipment, government action or delays in the receipt
of government approvals, industrial disturbances or other job
action, and unanticipated events related to health, safety
matters); changes in general economic conditions or conditions in
the financial markets; changes in laws; risks related to the direct
and indirect impact of the COVID-19 pandemic including, but not
limited to, its impact on general economic conditions; the ability
to obtain financing as required; and other risk factors as detailed
from time to time in other documents available under BAQ’s profile
at www.SEDAR.com. BAQ and VMA do not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.