OTTAWA, ONTARIO--(Marketwired - April 3, 2017) -
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Percy Street Capital Corporation ("PSCC" or the "Company") (TSX VENTURE:PSC.P) and Bonne O Holdings Inc. ("BOHI"), are pleased to announce that they have received conditional approval from the TSX Venture Exchange (the "Exchange") for their Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the Exchange) previously announced on December 13, 2016 (the "Qualifying Transaction"). As previously disclosed, the parties will enter into a securities exchange agreement whereby PSCC shall acquire all of the issued and outstanding common shares in the capital of BOHI (the "Bonne O Common Shares") from BOHI's shareholders on the basis of a 3.3:1 share exchange ratio (the "Exchange Ratio") whereby holders of Bonne O Common Shares will receive 3.3 post-Consolidation (as defined below) common shares of PSCC following the Qualifying Transaction (the "Resulting Issuer Shares", and PSCC after completion of the Qualifying Transaction, hereinafter referred to as the "Resulting Issuer") for each one Bonne O Common Share held at a deemed price per Resulting Issuer Share of $0.33. PSCC will issue 31,059,214 Resulting Issuer Shares to the shareholders of BOHI in exchange for all the issued and outstanding shares of BOHI. In addition, all outstanding options and other convertible securities of BOHI will be exchanged at the Exchange Ratio for options and convertible securities of the Resulting Issuer having the same economic terms, or will be adjusted pursuant to the terms governing such options or convertible securities, as applicable. Prior to the securities exchange, PSCC will consolidate its issued and outstanding capital on a 3:1 basis (the "Consolidation").
The Company has engaged Industrial Alliance Securities Inc. to act as lead agent and sole bookrunner for a private placement to raise a minimum of 7,575,758 units (the "Units") issued at a price of $0.33 per Unit resulting in gross proceeds of a minimum of $2,500,000 and a maximum of 12,121,212 Units issued resulting in gross proceeds of maximum of $4,000,000 (the "Offering"). Each Unit will consist of one Resulting Issuer Share and one-half of one Resulting Issuer Share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder to acquire one additional Resulting Issuer Share at an exercise price of $0.45 for a period of twenty-four (24) months following the Closing Date.
PSCC filed its filing statement dated March 31, 2017 (the "Filing Statement"), which provides further details with respect to the Qualifying Transaction under PSCC's profile on SEDAR at www.sedar.com.
Closing of Qualifying Transaction
Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the Exchange's policies. The Qualifying Transaction is expected to close before the end of April 2017 subject to the satisfaction of the Exchange's conditions. On closing, PSCC will file articles of amendment to change its name to "Better Beverage Technologies Inc."
All information contained in this news release with respect to PSCC and BOHI was supplied by the parties, respectively, for inclusion herein, and PSCC and its directors and officers have relied on BOHI 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. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is 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 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 Qualifying 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 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, the Offering, and the future plans and objectives of the Company, 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 Company's expectations 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 with securities regulations.
|PERCY STREET CAPITAL CORPORATION
|1400-340 Albert Street
|Ottawa, ON K1R 0A5
|BONNE O HOLDINGS INC.
|6-12 Upjohn Road
|Toronto ON, M3B 2V9
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. As a result, the Company cannot guarantee that the Qualifying Transaction, or the Offering, 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 will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.