Trusted Brand 2016 Inc. and 1421526 Alberta Ltd. Announce TSXV Conditional Approval and Filing of Filing Statement
EDMONTON, Alberta, Aug. 28, 2020 (GLOBE NEWSWIRE) — Trusted Brand 2016 Inc. (“Trusted Brand”) (TSX VENTURE: HAH.P), a capital pool corporation, and 1421526 Alberta Ltd. (“1421526”), are pleased to announce that Trusted Brand has received conditional approval from the TSX Venture Exchange (“TSXV”) for its previously announced Qualifying Transaction (as defined under TSXV Policy 2.4) with 1421526, whereby Trusted Brand will acquire all of the outstanding class “A” common shares of 1421526, together with all of the shareholder loans on a converted to equity basis (collectively the “Shareholder Interest”) for a total purchase price equal to the aggregate of the fair market value of the Shareholder Interest, being $11,328,422.71 (the “Transaction”). Pursuant to the Transaction, Trusted Brand will change its name to “Yorkton Equity Group Inc.”
Trusted Brand and 1421526 are also pleased to announce that Trusted Brand has filed its filing statement dated August 28, 2020 (the “Filing Statement”) with respect to the Transaction. For further details with respect to the Transaction, please see the Filing Statement which is available under Trusted Brand’s profile on SEDAR at www.sedar.com.To give effect to the Transaction, Trusted Brand, 1421526 Ltd. and the shareholders of 1421526 (being Lui Holdings Corporation and 991799 Alberta Ltd., holding 90% and 10% of the shares in the capital of 1421526, respectively (collectively, the “1421526 Shareholders”)) entered into a share purchase agreement pursuant to which Trusted Brand has agreed to purchase all of the 1421526 Shareholders’ right, title, equity and interest in and to the Shareholder Interest for a total purchase price equal to the aggregate of the fair market value of the Shareholder Interest for the following consideration:the issuance of 36,862,905 shares in the capital of Trusted Brand after giving effect to the Transaction and the implementation of the name change (“Resulting Issuer Common Shares”) with a fair market value of $0.20 per Resulting Issuer Common Share for consideration of $7,372,581.03;
the assumption of 1421526’s commitment pursuant to the shareholder loans (being the shareholder loans with each of 991799 Ltd. and Lui Holdings in the amount of $498,635.00 and $3,457,206.68, respectively (collectively, the “Shareholder Loans”)). The Shareholder Loans, in the aggregate amount of $3,955,841.68, will be converted into a total of 19,779,208 Resulting Issuer Common Shares with 17,801,287 and 1,977,921 being issued to Lui Holdings and 991799 Ltd., respectively; and
the retention of a bank loan in the form of a first mortgage registered on the property of 1421526 from Canada Western Bank in the aggregate amount of $2,571,730.92. Assuming all conditions for closing are satisfied, it is expected that the Transaction and the previously announced concurrent non-brokered private placement of Trusted Brand for gross proceeds of up to $1,000,000 at $0.20 per unit will be completed on or around October 1, 2020.Shortly after closing the Transaction, the resulting issuer is expected to commence trading on the TSXV under the trading symbol “ YEG”.Forward-Looking InformationThis press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction 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. Trusted Brand and 1421526 assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.Cautionary StatementsCompletion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 TSXV 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 the 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.For further information, please contact:Trusted Brand 2016 Inc., Ted Geier, Chief Executive Officer, Telephone: 403.252.3616.