Whiteknight Acquisitions III Inc.
TSX VENTURE : WKA.P

February 17, 2015 15:50 ET

Whiteknight Acquisitions III Inc. Announces Letter of Intent to Complete a Qualifying Transaction With Pronghorn Transportation Group Inc.

TORONTO, ONTARIO--(Marketwired - Feb. 17, 2015) - Whiteknight Acquisitions III Inc. ("WKA" or "Whiteknight") (TSX VENTURE:WKA.P), a Capital Pool Company, is pleased to announce that on February 10, 2015 it entered into a letter of intent with Pronghorn Transportation Group Inc. ("Pronghorn"), 1930510 Ontario Inc. ("Canamex Holdco") and Canamex-Cabra Transportation Services Inc. ("Canamex Opco" and together with Canamex Holdco and Canamex Logistics Services Inc. ("Canamex Logistics"), collectively "Canamex") to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of Pronghorn will be exchanged for securities of WKA subject to, among other things, the acquisition by Pronghorn, directly or indirectly, of all of the equity interests of Canamex (the "Canamex Acquisition"). The Transaction is intended to constitute the Qualifying Transaction of WKA as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").

About Pronghorn

Pronghorn was founded in July, 2013, and is incorporated under the laws of the Province of Ontario. Pronghorn is a transportation and logistics company located in the Greater Toronto Area ("GTA"), Ontario, Canada and was created with a mandate to acquire transportation and logistics companies, specifically to consolidate small and medium-sized operators in this industry. The acquisition strategy is based on risk mitigation by diversifying the overall portfolio, with individual companies providing unique, profitable and value added solutions. The Chief Executive Officer of Pronghorn is David Firman. The principal direct, indirect or beneficial shareholders of Pronghorn are Mr Firman, David Mitchell, Gord Hundal, Fraser Wray and John Travaglini, each residents of Ontario. No other beneficial shareholder owns 10% or more of the issued and outstanding shares of Pronghorn. Upon completion of the Transaction, and assuming a Concurrent Financing of $1 million in proceeds, shareholders of Pronghorn will own approximately 5% of the resulting issuer.

About Canamex

Canamex is a transportation and logistics firm incorporated under the laws of the Province of Ontario, founded in 1996 by its current President, Gord Hundal, and headquartered in Mississauga, Ontario, Canada. Canamex specializes in the movement of dry consumer freight, temperature-controlled products & flatbed building materials throughout Canada and the United States. Canamex also provides warehousing and freight management services from its two modern facilities, located in Mississauga, Ontario and Olive Branch, Mississippi (near Memphis), USA. Canamex owns and operates a modern fleet of equipment including 150 highway sleeper tractors, 10 day cabs, 250 trailers of which 150 are refrigerated. Canamex customers include Loblaws, Body Blue, Helen of Troy, Roxul, Lakeside Logistics, Metro Inc, and Gracious Living.

For the year ended May 31, 2014, Canamex had sales of $28.0 million, and an earnings before interest, tax and depreciation margin of approximately 10%. For the seven month period from May 31, 2014 to December 31, 2014, sales were $18.4 million and EBITDA of $2.0 million, and as at December 31, 2014, total assets were 17.0 million, total liabilities were $11.3 million, and shareholders' equity was $5.7 million (all numbers unaudited and presented on a consolidated basis). The sole shareholder of Canamex Opco and the sole shareholder of Canamex Logistics is Canamex Holdco. Canamex Opco and Canamex Logistics will both be acquired by Pronghorn as part of the Canamex Acquisition. The beneficial shareholders that directly or indirectly hold 10% or greater of the issued and outstanding shares of Canamex Holdco are Gord Hundal and Fraser Wray. Upon completion of the Transaction, and assuming a Concurrent Financing of $1 million in proceeds, shareholders of Canamex Holdco will own approximately 81% of the resulting issuer.

The Qualifying Transaction

It is an express condition of the Transaction that the Canamex Acquisition will be completed prior to the closing of the Transaction. Pursuant to the Canamex Acquisition, Pronghorn will issue 22,816,000 common shares of Pronghorn to the shareholders of Canamex Holdco in exchange for all of the issued and outstanding securities of Canamex Holdco, at a deemed issuance price of $0.44 per Pronghorn Share, for a total aggregate purchase price of $10,039,040.00.

Prior to or concurrently with completion of the Transaction, Whiteknight shall complete a two for one share consolidation (the "Share Consolidation").

Prior to the completion of the Transaction and after the completion of the Share Consolidation, Whiteknight, Canamex and Pronghorn (collectively, the "Parties" and each, a "Party") propose to complete a private placement of securities for gross proceeds of not less than $600,000 and a maximum of $1,200,000 (the "Concurrent Financing"). The structure and issuer (amongst the Parties) of such securities will be determined by the Parties. The Concurrent Financing shall include customary compensation to finders and third parties that source funding to be payable under the financing. Post-consolidation common shares of Whiteknight shall be issued pursuant to the Concurrent Financing, or in exchange for securities issued pursuant to the Concurrent Financing, based on a one-for-one exchange ratio. Proceeds from the Concurrent Financing will be used for general working capital purposes and to fund certain costs related to the Transaction.

Pursuant to the Transaction, Whiteknight will acquire all of the currently issued and outstanding securities of Pronghorn (which by this point will have completed the Canamex Acquisition) by issuing 24,316,000 post-consolidation shares of Whiteknight, at a deemed issuance price of $0.44 per share, to shareholders of Pronghorn in exchange for all of the issued and outstanding shares of Pronghorn, on the basis of one (1) post-consolidation Whiteknight share for each share of Pronghorn. The aggregate purchase price payable by Whiteknight for all of the shares of Pronghorn currently contemplated to be issued and outstanding on the closing of the Transaction, which shall include Pronghorn shares issued to Canamex shareholders pursuant to the Canamex Acquisition (but which shall exclude any securities to be issued in connection with the Concurrent Financing), is $10,699,000.00 (the "Purchase Price").

It is expected that the Acquisition will be completed on a date to be agreed upon by the Parties but which shall be no later than 10 business days following receipt of all required consents, waivers and approvals from the TSX-V and any other securities regulatory authority having jurisdiction, and satisfaction or waiver of all conditions set forth herein (the "Closing Date").

The Transaction will not be non-arm's length transaction for the purposes of the policies of the Exchange. David Mitchell, a shareholder, director, and the Chief Executive Officer of Whiteknight, owns 19.5% of the issued and outstanding shares of Pronghorn. However, this fact, while representing a conflict of interest to Mr. Mitchell that will be dealt with in accordance with corporate and securities laws, does not qualify the Transaction as being non-arm's length.

It is currently anticipated that the board of directors of the resulting issuer will consist of Philip Strutt, who is currently the Vice-President, Transport, Sysco Canada Inc., David Firman, who is CEO of Pronghorn and will be named CEO of the resulting issuer, David Mitchell, who is currently a director of WKA, Gord Hundal, who is CEO and founder of Canamex and will be named Chief Operating Officer of the Resulting Issuer, and Douglas Spittal, who is currently the Executive Vice President, as well as significant shareholder, of Anderson Cook Inc. and the President of Protoplast Inc. The current directors of WKA, other than Mr. Mitchell, will resign upon closing of the Transaction.

Philip Strutt acquired his BSc with combined honours in Geology and Transport Planning and Operation from the University of Aston in Birmingham, England and Certificate of Professional Competence in National and International Transport from the Royal College of Arts in the United Kingdom. During his career, he worked as Strategy Development Controller at Safeway Stores in England for 6 years where he implemented financially effective change to a world-class supply chain. Mr. Strutt then took on the role of Chief Operating Officer for Newcastle Logistics in Hamilton, Ontario, where he continued to drive business improvements with demonstrable results, before starting a 15 year-long career in senior management with Sysco Canada Inc. During his tenure as Vice President, Transport, he improved integration and fleet efficiency of a highly fragmented operation governing all transportation functions for the organization. He also helped double the profit of inbound transport to over $150M per year, implemented sophisticated transport management systems, and helped mitigate driver shortages with creative management strategies.

David Firman is a trucking/logistics professional with over two decades of ownership in the transportation sector. After divesting his latest business to Contrans Group Inc., Mr. Firman went on to work for a large trucking and waste collection company. Most recently, he has been the proprietor of a boutique M&A firm that specialized in assisting owners of privately held transportation organizations in their individual requirements to either acquire or sell operations in any transport and supply chain environment.

Gord Hundal is the former founder and President of Canamex. Previously, Mr. Hundal ran a distribution company, which was contracted by Canada Post. He has over 30 years of extensive management experience specializing in transportation and logistics.

David Mitchell has had a career in the financial industry of over 28 years. Mr. Mitchell's career progressed from his initial position of arbitrage trader on the floor of the Toronto Stock Exchange through to becoming a vice-president and director of a mid-tier brokerage firm. In July 2004, Mr. Mitchell established Stillbridge Ventures Inc., a private company providing corporate advisory and senior management services to emerging and small businesses. In October of 2005, Mr. Mitchell founded Kingsmill Capital Partners Inc., an exempt market dealer. Mr. Mitchell has been the Chief Executive Officer of five CPCs including the Whiteknight Acquisitions series of CPC's (including this Acquisition) and is currently a director of Maple Power Capital Corporation (MPX.P), a CPC listed on the Exchange. Mr. Mitchell was a former board member of the Exempt Market Dealers Association of Canada (now the Private Capital Markets Association of Canada). In March of 2014 Mr. Mitchell joined investment banking firm 4Front Capital Partners, an exempt market dealer, as Managing Director and dealing representative.

Douglas Spittal has over 36 years of experience in the automotive manufacturing industry. Mr. Spittal is currently the Executive Vice President, as well as significant shareholder, of Anderson Cook Inc. an integrated supplier of components and tooling to the global automotive industry, as well as the President of Protoplast Inc., a leading plastic injection molding company located in Ontario, Canada. Mr. Spittal has also owned and operated several automotive manufacturing businesses. Mr. Spittal has proven that he is capable of growing a business to surpass $100M in revenues, having done so while servicing Tier 1 and Tier 2 automotive industry players on a global basis. Throughout his career, the senior management roles Mr. Spittal has occupied have granted him significant experience and understanding of shop floor operations, logistics, project estimations, project delivery, customer management, contract management, and labor relations. Mr. Spittal has also had operational experience in Canada, America, Mexico, and China.

Other members of the senior management team of the resulting issuer are currently anticipated to include Fraser Wray, as Chief Financial Officer, and Scott Ballard as Director of Business Development.

Fraser Wray is a seasoned business professional with over 30 years of corporate & financial advisory experience. Previously Mr. Wray was the CEO and shareholder of an automobile components manufacturer. Prior to that, he was part of the executive management team at Magna International Inc. Currently, Mr. Wray is an investor in and on the board of several companies.

Scott Ballard has over has over 40 years of experience in the transportation industry. He began his career with Kraft Foods and progressed to Vice President of Distribution for a major meat packaging company in Alberta. Mr. Ballard has also consulted for food manufacturers, 3PL warehousing and transportation companies. Currently, he is responsible for identifying potential acquisition targets and integrating them.

WKA will be seeking a waiver from the Exchange of the requirement to obtain a Sponsor Report. If it is unable to obtain such a waiver, it will seek Sponsorship from an Exchange member firm, and will disclose such an engagement once formalized.

The Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations, (ii) completion of the Share Consolidation, (iii) the closing of the Canamex Acquisition and the Concurrent Financing, (iv) receipt of an independent valuation of Pronghorn if required by the Exchange, (v) receipt and satisfaction by WKA of audited annual financial statements of Canamex, (vi) approval by the board of directors of each of the Parties, (vii) approval by the shareholders of each of the Parties, to the extent required, (viii) confirmation of no material adverse change having occurred for any Party prior to close, (ix) the completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction, (x) the completion of due diligence satisfactory to each Party, (xi) no commissions or finder's fees payable to any third party other than in respect of the Concurrent Financing, (xii) grant of certain stock options in the event any director of WKA remains on board of the resulting issuer, (xiii) other than as indicated on such Party's financial statements, no outstanding indebtedness other than ordinary course trade payables; (xiv) obtaining any third party consents necessary, (xv) the entering into of satisfactory employment agreements with senior management personnel of the corporation resulting from the Transaction, (xvi) satisfaction of WKA with the terms and amounts of "key-person" life insurance policies on senior management personnel; (xvii) receipt of a satisfactory independent valuation of Pronghorn and Canamex by WKA, if required by the Exchange, and (xviii) receipt by the Exchange of a satisfactory Sponsor Report, if required.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Notice on forward-looking statements:

This press release includes forward-looking statements regarding WKA, Pronghorn, Canamex, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the proposed Transaction and the Concurrent Financing, the terms on which the proposed Transaction and Concurrent Financing are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity, and are based on assumptions and subject to risks and uncertainties (including the risk factors listed below). Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the proposed Transaction and the Concurrent Financing, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the media and digital technology industries, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although WKA, Pronghorn and Canamex have each attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and WKA, Pronghorn and Canamex undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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