Correction to Previously Issued Release: Limestone Announces Brokered Private Placement of Up to $4 Million of Units
CORRECTION: In the news release “Limestone Announces Brokered Private Placement Of Up To $4 Million Of Units” issued November 10, 2021 at 7:30am EST by the Limestone Boat Company Limited, the Offering described therein included a reference to the Unit being comprised of one Common Share and one Common Share purchase warrant. The Units under the Offering will be comprised of one Common Share and one half of one Common Share purchase warrant. All other terms contained within are correct. The complete, corrected news release follows:
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
COLLINGWOOD, Ontario, Nov. 10, 2021 (GLOBE NEWSWIRE) — The Limestone Boat Company Limited (“Limestone” or the “Company”) (TSXV: BOAT) is pleased to announce a brokered private placement (the “Offering”), led by Beacon Securities Limited (“Beacon”) of up to 16.67 million units (the “Units”) at a price of $0.24 per Unit (the “Issue Price“), to raise gross proceeds of up to $4.0 million. The Offering will be carried out on a commercially reasonable best efforts basis to accredited investors in each of the Provinces of Canada, and in the United States pursuant to available exemptions from applicable registration requirements.
“We are very pleased to be able to announce this financing which will significantly improve Limestone’s financial position and manufacturing expansion efforts at our 145,000 square foot White Bluff, Tennessee boatbuilding plant. Increasing our production scale is a primary focus for Limestone. With this capital infusion, Limestone will be better positioned to overcome our current 2x order backlog which has exceeded our projected capacity for both the 2022 and 2023 model years,” stated Scott Hanson, CEO of Limestone.
Each Unit will consist of one common share of the Company (a “Common Share”) and one half of one Common Share purchase warrant (a “Warrant”). Each full Warrant will entitle the holder to purchase one additional Common Share at a price of $0.32 per Common Share for a period of 24 months following the closing of the Offering. Closing of the Offering may occur in multiple tranches and is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange. Closing of the Offering is anticipated to occur on or about November 19, 2021.
The Company has also granted Beacon an option (the “Agent’s Option”), exercisable in whole or in part at any up to 48 hours prior to the closing of the Offering, to sell up to an additional 2.5 million Units at the Issue Price for additional gross proceeds of up to $600,000.
The securities issued under the Offering will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. The Warrants will not be listed on any exchange.
The net proceeds of the Offering are expected to be used for working capital and general corporate purposes and to support the growth strategy outlined below.
Pursuant to the Offering, Beacon will receive a cash commission equal to 7.0% of the gross proceeds of the Offering (inclusive of the Agent’s Option) and that number of compensation options (the “Compensation Options”) as is equal to 7.0% of the aggregate number of Units sold under the Offering (inclusive of the Agent’s Option). Each Compensation Option is exercisable to acquire one Common Share at the Issue Price for a period of 24 months after the closing date of the Offering.
This news release does 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 of the United States in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
3-Year Growth Strategy
As part of its broader capital formation strategy, the Company also intends to undertake a strategic, non-dilutive debt offering expected to be completed in the first quarter of 2022 up to USD $25 million. The Company expects to use the proceeds from such debt financing to expand its manufacturing footprint and production scale. Limestone is exceeding its projected capacity for both the 2022 and 2023 model year with its current order book backlog. Orders in hand and expressed through the 2022 model year exceed projected proforma capacity standing at 478 units, with a 2022 model year Proforma capacity of approximately 279 units. Expressed orders for the 2023 Model Year are at 676 units to date, with 2023 model year Proforma capacity of approximately 650 units. Each model year commences in June of the preceding year and concludes in May of that year.
About Limestone Boat Company Limited:
The Limestone Boat Company – owner and builder of Aquasport Boats, Limestone® Boats and Boca Bay Boats – is publicly traded on the Toronto Venture Exchange under the ticker symbol BOAT. They are headquartered in Collingwood, Ontario with a 145,000 sq. ft. manufacturing facility in White Bluff, Tennessee. The company is backed by a large, skilled labor force and dealer partners throughout the United States and the Canadian Great Lakes Region.
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Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “anticipate”, “believe”, “could”, “should”, “would”, “estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely, “may”, “plan”, “potential”, “project”, “outlook”, “seek”, “target”, “trend” or “will” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Forward-looking statements in this press release include statements regarding the anticipated timing to complete the Offering, the ability of the Company to obtain TSXV approval of the Offering, the use of proceeds of the Offering, expectations of increased production capacity, expected orders for the Company’s products, the Company’s near-term growth strategy, and the completion of a debt offering in 2022 on the terms described herein, or at all. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Many factors could cause actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. All the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press release. There can be no assurance that the actual results or developments will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company. Unless required by applicable securities law, the Company does not intend and does not assume any obligation to update these forward-looking statements.