BFK Capital Corp.
TSX VENTURE : BFK.P

December 22, 2016 19:39 ET

BFK Capital Corp. and The Hydropothecary Corporation Enter Into Business Combination Agreement

TORONTO, ONTARIO--(Marketwired - Dec. 22, 2016) - BFK Capital Corp. ("BFK" or the "Company") (TSX VENTURE:BFK.P), a Capital Pool Company, and The Hydropothecary Corporation ("THC") are pleased to announce that the Company and THC have entered into a definitive business combination agreement dated December 22, 2016 (the "Agreement") whereby BFK will acquire all of the securities of THC by way of a three-cornered amalgamation, subject to the terms and conditions of the Agreement (the "Transaction"). For further details on terms of the Transaction, please see the Company's press release dated November 17, 2016. The Agreement will be filed under BFK's profile on SEDAR at www.sedar.com.

Completion of THC Financing

In addition, the Company also announces that concurrent with the execution of the Agreement, THC has completed a brokered private placement of 2,919,507 common shares in the capital of THC at a price of $4.50 per share for gross proceeds of $13.1 million (the "Financing"). Canaccord Genuity Corp. acted as the agent in respect of the Financing.

BFK Shareholder Meeting

The Company would also like to announce that it will hold its annual and special meeting on January 25, 2017 (the "Meeting"). At the Meeting, the Company will, among other things, ask the shareholders to approve the consolidation of its common shares on a 1.5 for 1 basis and change the name of the Company to "The Hydropothecary Corporation" or such other name as the Company may determine. The Company will make available the Meeting materials under BFK's profile on SEDAR at www.sedar.com in due course.

Filing Statement and Caution

Further details about the Transaction and the resulting issuer will be provided in the filing statement of BFK to be prepared and filed in respect of the Transaction. Investors are cautioned that, except as disclosed in the filing statement, 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.

Trading in the BFK Shares

Trading in the BFK Shares will remain halted pending the review of the proposed Transaction by the TSX Venture Exchange. There can be no assurance that trading in the BFK Shares will resume prior to the completion of the Transaction.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of BFK that may be issued in connection with the Transaction, the ownership ratio of BFK's shareholders post-closing, and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements 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 statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. BFK and THC assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Cautionary Statements

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval. 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 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 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.

Contact Information

  • Riccardo Forno
    CEO
    BFK Capital Corp.
    (416) 361-2817

    Sebastien St-Louis
    President and CEO
    The Hydropothecary Corporation
    (613) 293-4515