The Limestone Boat Company Limited (formerly LL One Inc.) (the
"
Company") is pleased to announce it has closed
its qualifying transaction (the "
Qualifying
Transaction") pursuant to Policy 2.4 – Capital Pool
Companies of the TSX Venture Exchange (the
"
Exchange") and that the Company changed its name
from "LL One Inc." to "The Limestone Boat Company Limited". Trading
of common shares of the Company (each, a "
Common
Share") on the Exchange will resume on March 4, 2021.
As previously announced, the Company entered
into a definitive agreement dated November 13, 2020 (the
"Definitive Agreement") with The Limestone Boat
Company Inc. ("LBC") and 2790889 Ontario Inc.
("Subco"), a wholly-owned subsidiary of the
Company, pursuant to which the parties completed a three-cornered
amalgamation transaction (the "Amalgamation")
resulting in the reverse take-over of LLO by the shareholders of
LBC. Pursuant to the terms of the Definitive Agreement, Subco
amalgamated with the LBC and, in connection with the Amalgamation,
each holder of shares of LBC ("LBC Shares")
received 50 Common Shares in exchange for each LBC Share (the
"Exchange Ratio"). In addition, each convertible,
exchangeable, or exercisable security of LBC was exchanged for a
convertible exchangeable, or exercisable security, as applicable,
of the Company on substantially the same economic terms and
conditions as the original convertible, exchangeable or exercisable
security of LBC based on the Exchange Ratio. As a result of the
Qualifying Transaction, the Company will function as a holding
company with Amalco as its primary operating subsidiary. The
business of Amalco is the business formerly conducted by the
LBC.
A filing statement dated February 23, 2021 (the
"Filing Statement"), providing information about
the Qualifying Transaction, was posted to the Company's SEDAR
profile, accessible via at www.sedar.com. Please see the Filing
Statement on SEDAR for additional information, including details
regarding LBC.
Outstanding and Escrowed
Shares
Following completion of the Qualifying
Transaction, there are 97,927,350 Common Shares issued and
outstanding on a non-diluted basis and 103,503,100 Common Shares
issued and outstanding on a fully diluted basis.
As disclosed in the Filing Statement, 52,319,850
Common Shares issued pursuant to the Qualifying Transaction
(representing approximately 53.43% of the issued and outstanding
Common Shares) are subject to a Tier 2 Value Security Escrow
Agreement and an additional 10,000,000 Common Shares (representing
approximately 10.21% of the issued and outstanding Common Shares)
are subject to Exchange Seed Share Resale Restrictions. 7,950,000
Common Shares remain subject to a capital pool company escrow
agreement.
Resumption of Trading
The Company's common shares will commence
trading on the Exchange as a Tier 2 Industrial, Technology or Life
Sciences Issuer under the symbol "BOAT" once the Exchange's
conditions for listing are satisfied and the Exchange issues its
final exchange bulletin confirming the completion of the Qualifying
Transaction.
Board of Directors
The board of directors of the Company consists
of Telfer Hanson, Scott Hanson, Alan Gertner, Bryan Pearson,
Charmaine Crooks, and Charles Pennock. Management of the Company
consists of Scott Hanson (CEO), Donald J. Page (CFO), and Taylor
Hanson (COO). Select biographical details regarding the board of
directors and management can be found in the Filing Statement.
Early Warning Requirements – Scott
Hanson
Scott Hanson announces his intention to file an
early warning report in accordance with Multilateral Instrument
62-104 – Take-Over Bids and Issuer Bids and National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issuers for securities of the Company.
Mr. Hanson intends to file an early warning
report in connection with the acquisition of 17,500,000 Common
Shares in connection with the Qualifying Transaction. Scott is the
Chief Executive Officer and a director of the Company.
Immediately prior to the closing of the
Qualifying Transaction, Mr. Hanson did not, directly or indirectly,
hold any shares of the Company. Immediately following the closing
of the Qualifying Transaction, Scott Hanson holds, directly or
indirectly, an aggregate of 17,500,000 Common Shares (representing
17.87% of the issued and outstanding Common Shares). Scott Hanson
directly holds 14,000,000 Common Shares and is deemed to
beneficially own or control 3,500,000 Common Shares directly held
by Cynthia Hayhurst.
The Common Shares held by Mr. Hanson, directly
or indirectly, are subject to an applicable Exchange escrow time
based release schedule, as more particularly described in the
Filing Statement.
In accordance with applicable securities laws,
Mr. Hanson may, from time to time and at any time, acquire
additional Common Shares and/or other equity, debt or other
securities or instruments (collectively,
"Securities") of the Company in the open market or
otherwise, and reserves the right to dispose of any or all of its
Securities in the open market or otherwise at any time and from
time to time, and to engage in similar transactions with respect to
the Securities, the whole depending on market conditions, the
business and prospects of the Company and other relevant factors,
subject to applicable escrow restrictions. A copy of the early
warning report will be filed by Scott Hanson in connection with the
RTO and will be available on SEDAR under the Company's profile.
Early Warning Requirements – Telfer
Hanson
Telfer Hanson announces his intention to file an
early warning report in accordance with Multilateral Instrument
62-104 – Take-Over Bids and Issuer Bids and National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issuers for securities of the Company.
Mr. Hanson intends to file an early warning
report in connection with the acquisition of 16,319,850 Common
Shares in connection with the Qualifying Transaction. Mr. Hanson is
the Chairman of the board of directors of the Company.
Immediately prior to the closing of the
Qualifying Transaction, Mr. Hanson did not, directly or indirectly,
hold any shares of the Company. Immediately following the closing
of the Qualifying Transaction, Mr. Hanson holds, directly or
indirectly, an aggregate of 16,319,850 Common Shares (representing
16.67% of the issued and outstanding Common Shares). Telfer Hanson
directly holds 1,250,000 Common Shares and is deemed to
beneficially own or control 1,250,000 Common Shares directly held
by Madeline Hanson. The Telfer Hanson (2017) Family Trust, of which
Mr. Hanson is a trustee, holds 9,531,250 Common Shares and RKH
Limited, of which Mr. Hanson is the controlling shareholder, holds
4,288,600 Common Shares.
The Common Shares held by Mr. Hanson, directly
or indirectly, are subject to an applicable Exchange escrow time
based release schedule, as more particularly described in the
Filing Statement.
In accordance with applicable securities laws,
Mr. Hanson may, from time to time and at any time, acquire
additional Common Shares and/or other equity, debt or other
securities or instruments (collectively,
"Securities") of the Company in the open market or
otherwise, and reserves the right to dispose of any or all of its
Securities in the open market or otherwise at any time and from
time to time, and to engage in similar transactions with respect to
the Securities, the whole depending on market conditions, the
business and prospects of the Company and other relevant factors,
subject to applicable escrow restrictions. A copy of the early
warning report will be filed by Telfer Hanson in connection with
the RTO and will be available on SEDAR under the Company's
profile.
About Limestone
The Limestone Boat Company Limited is a North
American designer and manufacturer of recreational and commercial
powerboats. Limestone is a heritage brand with a 35-year legacy,
renowned for its timeless design, big water performance, quality
manufacturing and durability. Crafted in a centrally-located
manufacturing facility in Tennessee, Limestone features an evolved
and expanded product line that will appeal to a growing number of
boaters coast to coast.
For more information,
contact:Investor RelationsBill
Mitoulas800-720-2395bill@limestoneboats.comWebsite:
limestoneboats.com
Cautionary statements
Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
has in any way passed upon the merits of the Qualifying Transaction
and neither of the foregoing entities accepts responsibility for
the adequacy or accuracy of this release or has in any way approved
or disapproved of the contents of this press release.
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 "could", "intend", "expect", "believe", "will",
"projected", "estimated" 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. Actual future results may differ materially. The
business of the Company is subject to a number of material risks
and uncertainties. Please refer to the Filing Statement and other
SEDAR filings for further details. Various assumptions or factors
are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently
available to the parties. The material factors and assumptions
include the parties being able to obtain the necessary corporate,
regulatory and other third parties approvals. 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.
This press 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. Not for distribution to U.S. Newswire
Services or for dissemination in the United States. Any failure to
comply with this restriction may constitute a violation of U.S.
Securities laws.
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