Blue Sky Energy announces that RTO Target, EV Technology Group Inc., Closes $5.4 million Concurrent Financing
2022年3月16日 - 6:00AM
Blue Sky Energy Inc. (“
BSI”) (NEX:BSI) is pleased
to announce that EV Technology Group Inc. (“
EVT”)
has closed the first tranche of its concurrent subscription receipt
financing (the “
Financing”) at a subscription
price of C$1 per subscription receipt (“
Subscription
Receipt”) for aggregate gross proceeds of C$5.4 million.
As disclosed in its January 19, 2022 press
release, BSI entered into an amalgamation agreement with EVT for
the purpose of completing a reverse take-over transaction by way of
a three-corner amalgamation (the “Amalgamation”)
with EVT (the “RTO”) pursuant to which (i) EVT
would become a wholly-owned subsidiary of BSI, and (ii) BSI would
change its name to “EV Technology Group Inc.” (the
“Name Change”) and operate the
EVT business as the resulting issuer of the RTO (the
“Resulting Issuer”). The completion of the
Financing represents a key milestone to closing the RTO, upon which
it is expected that the common shares of the Resulting Issuer will
be listed for trading on the Neo Exchange Inc.
(“NEO”).
BSI and EVT have both already secured the
requisite shareholder approval in connection with the RTO. BSI held
its annual and special meeting of shareholders on February 17, 2022
at which the BSI shareholders approved, among other things, the
Name Change, the new slate of directors who shall join the board
upon closing of the RTO, the consolidation of the common shares of
BSI (the “BSI Shares”) on an up to four to one
basis and the delisting of the BSI Shares from the TSX Venture
Exchange (the “TSXV”). EVT held its annual meeting
of shareholders on March 1, 2022 at which the EVT shareholders
approved the proposed Amalgamation. BSI and EVT will continue to
complete the remaining conditions to closing the RTO and will
provide a further update on the status and timing of the RTO in the
next several weeks, including any additional tranches of the
Financing.
“It is great to have the financing completed
which shows the support we have received from investors who
continue to back our vision of taking iconic brands and making them
electric. This will be the first step of many as we embark on our
mission to electrify iconic driving experiences across the globe,”
said EVT Founder and CEO, Wouter Witvoet.
The Subscription Receipts were created and
issued pursuant to the terms of a subscription receipt agreement
dated March 15, 2022 among BSI, EVT and a subscription receipt
agent. Each Subscription Receipt will be automatically exchanged,
without payment of additional consideration or further action by
the holder thereof, into a fraction of an EVT common share equal to
1/4.7 (or approximately 0.21276596 of an EVT common share), subject
to adjustment in certain events, immediately prior to the
completion of the RTO upon the satisfaction or waiver of certain
conditions precedent to the RTO and certain other ancillary
conditions customary for transactions of this nature (collectively,
the “Release Conditions”) at or before the release
deadline of July 13, 2022. Each EVT common share will be
automatically exchanged for 4.7 common shares of the Resulting
Issuer upon completion of the RTO, such that holders of
Subscription Receipts will ultimately be entitled to receive one
Resulting Issuer common share for each Subscription Receipt.
On closing of the Financing, the aggregate
proceeds from the Financing were delivered to and are being held by
the subscription receipt agent in escrow and will be released from
escrow to EVT upon satisfaction of the applicable Release
Conditions prior to the release deadline. In the event that the
Release Conditions are not satisfied on or before the release
deadline, or prior to the release deadline, EVT announces that it
does not intend to, or will be unable to, satisfy the Release
Conditions, holders of the Subscription Receipts shall be entitled
to receive from the subscription receipt agent an amount equal to
the aggregate subscription price of the Subscription Receipts.
The net proceeds of the Financing are expected
to be used by the Resulting Issuer for corporate and general
working capital purposes.
In connection with its commercial introduction
plans, EVT has entered into a 12- month programmatic digital
advertising campaign with Native Ads Inc. ("Native
Ads") for a total cost of US$250,000. This comprehensive
advertising program is designed to build awareness through the
following services: (a) digital advertising (b) paid distribution,
(c) media buying and (d) content creation.
About EV Technology Group Inc.
EVT was founded in 2021 with the mission of
electrifying iconic driving experiences. With electric vehicles
(“EV”) sales increasing by a forecasted 833% in
the next decade, EVs are expected to transform the landscape of
traditional vehicle manufacturers. Whereas some new entrants in the
space are focused on competing directly with established vehicle
manufacturers, EVT is focused on operating EV brands and EV
assembly in niche markets that typically have higher margins and
require less capital expenditure than mass market electric
vehicles. A first step in realizing this strategy is EVT’s
partnership with MOKE International Limited
(“MIL”). MIL has been the official producer of
MOKE vehicles since 1964 and is launching the Moke Electric for the
summer of 2022. Through Moke France SAS, an EVT subsidiary, EVT
will be MIL’s dealer and distribution partner in France and has
placed pre-orders for the MOKE vehicles for distribution and rental
in France.
About Native Ads Inc.
Native Ads is a full-service ad agency that owns
and operates a proprietary ad exchange with over 80 integrated SSPs
(supply-side platforms) resulting in daily access to three to seven
billion North American ad impressions.
For further information please contact:
Blue Sky Energy Inc.
Kenny Choi Chief Executive Officer Blue Sky Energy
Inc. kenny.choi@fmresources.ca 416 861 2262
EV Technology Group Inc.
Wouter Witvoet CEO and Chairman of the Board EV
Technology Group Inc. wouter@evtgroup.com
In accordance with TSXV policy, the BSI Shares
are currently halted from trading and are expected to remain halted
until BSI is delisted from the TSXV. Completion of the RTO is
subject to a number of conditions including, but not limited to,
NEO acceptance and receipt of applicable corporate approvals. There
can be no assurance that the RTO will be completed as proposed or
at all. Investors are cautioned that, except as disclosed in the
management information circular of BSI or the listing statement of
the Resulting Issuer to be prepared in connection with the RTO, any
information released or received with respect to the RTO may not be
accurate or complete and should not be relied upon. Neither the
TSXV nor the NEO has in any way passed on the merits of the RTO,
and neither has approved nor disapproved the contents of this press
release.
The delisting of the BSI shares from the TSXV
will be subject to satisfying all of the requirements of the TSXV.
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 release.
This press release does not constitute an offer
to sell or a solicitation of an offer to sell any of the securities
described herein in the United States. The securities have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”) or
any state securities laws, and may not be offered or sold within
the United States or to U.S. persons unless registered under the
U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
Forward-Looking Information
This press release includes statements
containing forward-looking information that reflect the current
views and/or expectations of management of BSI and EVT,
respectively, with respect to performance, business and future
events, including but not limited to express or implied statements
and assumptions regarding the completion of the RTO as proposed or
at all. Forward-looking information is based on the current
expectations, beliefs, assumptions, estimates and forecasts about
the business and the industry and markets in which BSI and EVT
respectively operate. Statements containing forward-looking
information are not guarantees of future performance and involve
risks, uncertainties and assumptions, which are difficult to
predict and which are outside of BSI’s control. In particular,
there is no guarantee that conditions to the completion of the RTO
will be satisfied or that the Resulting Issuer will be able to
achieve its business objectives. Actual results may differ, and may
differ materially from those projected in the forward-looking
information. Accordingly, readers should not place undue reliance
on forward-looking statements and information herein, which are
qualified in their entirety by this cautionary statement. The
forward-looking information contained in this press release is
provided as of the date of this press release, and neither BSI nor
EVT undertakes any obligation to release publicly any revisions for
updating any forward-looking statements made herein, except as
required by applicable securities laws.
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