LL One Inc. (TSXV: LLO.P) (“
LL”
or the “
Company”) and The Limestone® Boat Company
Inc. (“
LBC” or “
Limestone”) are
pleased to announce that they have entered into a non-binding
letter of intent dated October 9, 2020, pursuant to which LL and
LBC intend to complete a business combination or other similarly
structured transaction which will constitute a reverse take-over of
LL (the “
Transaction”). It is intended that the
Transaction will be an arm’s length “Qualifying Transaction” for
LL, as such term is defined in Policy 2.4 of the Corporate Finance
Manual of the TSX Venture Exchange (the “
TSXV”).
About The
Limestone® Boat Company
For 35 years, Limestone® has been a heritage brand
primarily recognized in Coastal New England and the Canadian &
US Great Lakes regions. The model designs were originally developed
by renowned yacht designer Mark Ellis of Essex, CT. Ellis’ body of
work includes an impressive number of highly successful power and
sail designs for both series production and custom building. Ellis
has been active for 45 years designing and developing the iconic
Limestone® powerboat brand, as well as many others, including
well-known sailboats. Limestones have been built in the Great Lakes
region since the mid 1980s. Over time, these Limestone® models
would undergo a series of enhancements throughout their production
phases. As the models evolved, customers took notice with credit to
the manufacturer’s dedication to quality, durability and
functionality that ultimately created a cult-like following. In
2020, marine industry veteran Scott Hanson and his partners
completed the acquisition of the global manufacturing and
Limestone® branding rights from Mark Ellis Design LLC and
created the Limestone® Boat Company. Hanson and his team have
also engaged Ellis to be involved with the evolution of existing
designs and new model creations as they move the brand forward.
Hanson holds an honors degree in Marine Design, Engineering and
Boatbuilding from the Landing School in Kennebunk, Maine. He brings
a deep background of expertise to Limestone® with 30+ years of
marketing and business management experience. Today,
Limestone® embarks on a new, calculated course with a nod to
its heritage and with an eye to its future. Model enhancements and
improvements, and exciting changes are taking place as we
speak.
The Transaction
There are no relationships between any non-arm’s length party of
LL and LBC or its assets. A comprehensive news release will be
issued by LL and LBC setting out the terms of the Transaction,
which shall include information about LL upon closing of the
Transaction and the proposed financing of LBC in connection with
the Transaction (the “Concurrent Financing”).
Sponsorship of a Qualifying Transaction of a CPC is required by
the Exchange unless exempt in accordance with Exchange policies or
waived by the Exchange. The proposed Transaction may require
sponsorship and LL plans to provide a news release update should a
sponsor be retained. LL’s shares will be halted from trading as a
result of the announcement of the proposed Transaction. LL expects
that trading in its common shares will remain halted pending
closing of the Qualifying Transaction.
Cautionary Note Regarding Forward Looking
Information
This press release contains statements that constitute
“forward-looking information” (“forward-looking
information”) within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking information and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that discusses predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or
variations of such words and phrases or stating that certain
actions, events or results “may” or “could”, “would”, “might” or
“will” be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking information. In
disclosing the forward-looking information contained in this press
release, the Company has made certain assumptions, including that:
the Concurrent Financing will be completed on acceptable terms or
at all; all applicable shareholder, and regulatory approvals for
the Transaction will be received. Although the Company believes
that the expectations reflected in such forward-looking information
are reasonable, it can give no assurance that the expectations of
any forward-looking information will prove to be correct. Known and
unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those
expressed or implied by such forward-looking information. Such
factors include, but are not limited to: availability of financing;
delay or failure to receive board, shareholder or regulatory
approvals; and general business, economic, competitive, political
and social uncertainties. Accordingly, readers should not place
undue reliance on the forward-looking information contained in this
press release. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any
forward-looking information to reflect actual results, whether as a
result of new information, future events, changes in assumptions,
changes in factors affecting such forward-looking information or
otherwise.
For further information contact:
LL One Inc.Alan Gertner, Directore:
alangertner@hey.com
Telfer HansonChairman, The Limestone® Boat Company.p:
416-230-3003e: telfer@limestoneboats.com
This news release does not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities 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.
All information provided in this press release relating
to LBC has been provided by management
of LBC and has not been independently verified by
management of the Company. As the date of this press release, the
Company has not entered into a definitive agreement
with LBC with respect to the Transaction (the
“Definitive Agreement”), and readers are cautioned
that there can be no assurances that a Definitive Agreement will be
executed.
Completion 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 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.
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