SECU SSC Security Services Corp

Bluewater Acquisition Corp. (NEX:BAQ.H, "Bluewater") and AlphaDelta Management Corp. ("ADM") are pleased to announce that they have entered into a non-binding letter of intent dated April 20, 2022 (the "Letter of Intent"), that sets out the terms under which Bluewater would be prepared to acquire all of the issued and outstanding securities of ADM (the "Proposed Transaction").

Bluewater intends the Proposed Transaction to constitute its "Qualifying Transaction", as defined by the policies of TSX Venture Exchange Inc. (the "Exchange"). After the completion of the Proposed Transaction, Bluewater expects to be classified as a "Tier 2" issuer in the "Industrial/Investment/ Technology" industry segment of the Exchange and carry on the business of ADM.

ADM

ADM is a creator, marketer and promoter of actively-managed investment funds and other investment products which are sold to Canadian investors through the broker-dealer distribution channel. The AlphaDelta Funds are distinguished by their fulfilling of un-met client needs and their high degree of differentiation from index and closet-index funds. All of the AlphaDelta Funds have, at one time or another, been at or near the top of their respective investment categories over their five-year performance history.

ADM was incorporated under the federal laws of Canada in Vancouver, British Columbia on May 4, 2014, and carries on the business of distribution of financial investment products through IIROC and MFDA financial advisors throughout Canada.

ADM has 66,902,186 common shares (the "ADM Shares") and 5,500,000 stock options (the "ADM Options") issued and outstanding. The directors of ADM are Maurice Levesque of Edmonton, Alberta; Victor Therrien of Vancouver, British Columbia; and Peter Van Dyke of Vancouver, British Columbia. No individual or group of individuals acting in concert has beneficial ownership of, or control or direction over, directly or indirectly, more than 20% of the outstanding ADM Shares on a non-diluted or fully-diluted basis.

ADM intends to disclose certain historical financial information in a subsequent press release.

Bluewater

Bluewater is a Capital Pool Company (as that term is defined in the policies of the Exchange). Bluewater has not commenced operations and has no assets other than cash. The principal business of Bluewater is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Bluewater has 7,716,500 common shares (the "Bluewater Shares") issued and outstanding and 771,650 stock options (the "Bluewater Options") issued and outstanding. No individual or group of individuals acting in concert has beneficial ownership of, or control or direction over, directly or indirectly, more than 20% of the outstanding Bluewater Shares.

Certain historical financial information about Bluewater is available at www.sedar.com. 

Proposed Transaction

The Proposed Transaction involves several steps. Under the Proposed Transaction: (a) Bluewater will incorporate a wholly-owned subsidiary; (b) the wholly-owned subsidiary and ADM will amalgamate (the "Amalgamation") and, pursuant to the Amalgamation, the ADM shareholders will receive Bluewater Shares in exchange for their ADM Shares, and the ADM option holders will receive Bluewater Options in exchange for their ADM options, in accordance with the Exchange Ratio (as defined below).

Private Placements

Shortly after the dissemination of this press release, ADM intends to conduct a non-brokered private placement of a maximum of 20,000,000 ADM Shares, at a price of $0.05 per ADM Share, for maximum gross proceeds of $1,000,000 (the "Initial Private Placement"). The proceeds of the Initial Private Placement will be used for working capital purposes.

Immediately prior to the completion of the Proposed Transaction, ADM expects to conduct a brokered private placement (the "Concurrent Private Placement" and, together with the Initial Private Placement, the "Private Placements") of ADM subscription receipts, for minimum gross proceeds of $2,000,000. Each ADM subscription receipt will entitle the holder to receive, without payment of additional consideration and without any further action, one AlphaDelta Share upon satisfaction of all the conditions to the completion of the Proposed Transaction. The proceeds of the Concurrent Private Placement will be used for working capital purposes.

Conditions Precedent to Closing

The Proposed Transaction is subject to a number of significant conditions, including that: (a) the Exchange has conditionally accepted the Proposed Transaction; (b) ADM has closed the Private Placements; and (c) ADM shareholders have approved the Amalgamation.

Post-Closing Capitalization of Bluewater

Under the Proposed Transaction, the parties will establish the number of Bluewater Shares to be issued for each ADM Share, and the number of Bluewater Options to be issued for each ADM Option, based on an exchange ratio that will result in former AlphaDelta shareholders owning approximately 97.00% of the common shares of the resulting issuer, on a fully-diluted basis, and former Bluewater shareholders owning approximately 3.00% of the common shares of the resulting issuer, on a fully-diluted basis, immediately after the completion of the Proposed Transaction.

Post-Closing Directors and Officers

Immediately after the Proposed Transaction, the parties expect the directors or officers of the resulting issuer to be as follows:

Victor J Therrien, Director, Chief Executive Officer. Mr. Therrien is the CEO / Founder of ADM and over the past 30 years served in the following executive roles; Vice-President, Director for AGF Management Ltd., an investment management firm, Executive Vice-President, Director (Canada), Executive Director / Global Institutional Group at Brandes Investment Partners Ltd., an investment management firm, President and CEO at Therrien Woods & Co., an investment management firm, Vice-President (Ontario) of Richardson GMP Limited, a wealth management firm, and CEO / Founder of ADM. As well, Mr. Therrien serves on the board of directors of a publicly- traded company, a registered investment fund manager and two private companies.

Brad Farquhar, Director. Mr. Farquhar is Executive Vice-President and Chief Financial Officer of SSC Security Services Corp. (TSXV: SECU; OTCQX: SECUF) and its predecessor companies. He previously co-founded Assiniboia Capital Corp., which built Canada’s largest farmland fund before selling it to the Canada Pension Plan Investment Board in 2014. Mr. Farquhar is a trained financial planner and spent over 10 years as a senior advisor to senior political leaders in Saskatchewan and Canada prior to founding Assiniboia. He received a MPA in Electoral Governance from Griffith University in Australia, studied political science at Carleton University, and completed a BA at Providence College. He previously served as Executive in Residence in Agribusiness at the University of Regina. Mr. Farquhar has extensive public company and board experience as a Director of SSC Security Services Corp. (TSXV: SECU), Mongolia Growth Group Inc. (TSXV: YAK), LUXXFOLIO Holdings Inc. (CSE: LUXX), Radicle Group Inc., SIM Canada, Prairie College, and the advisory board of AgFunder.

Maurice Levesque, Director. Mr. Maurice Levesque is a founder, Chairman, and Chief Executive Officer of Qwest Investment Management Corp. (“QIM”). Mr. Levesque is the Chairman, CEO and Chief Compliance Officer of Qwest Investment Fund Management Ltd., and Chairman, President and director of Heritage Bancorp Ltd., Chairman of Qwest Fund Advisory and Back Officer Services Ltd. (all three companies a subsidiary of QIM). Mr. Levesque has over 35 years of experience in the Canadian financial industry and is recognized for his broad knowledge, skills and experience in the venture capital industry, financial services industry and for his leadership skills in new business formation and development. Mr. Levesque is a founder and/or a director of several private and publicly traded companies which operate in a variety of industries. Mr. Levesque graduated from The Northern Alberta Institute of Technology with a diploma in Administration Management.

Dave Malone, Director. For the last 20 years, Mr. Malone has served as VP Business Initiatives at RBC Wealth Management (reporting to CEO and COO) where he was responsible for business technology strategy, prioritization, funding and implementation of advisor desktop and client facing technologies across $4 billion annual revenue business, supporting 1900 Advisor teams and 450,000 HNW clients. For the past 5 years, Mr. Malone has been the President and Director of a 360 unit Condominium Board in the GTA Humber Bay Shores area. Graduated from University of Toronto in 1983, Canadian Chartered Accountant (CA) designation (1986), Canadian Securities Course (1987), CSI Derivatives Course (2010), and Masters Trust Institute (MTI) in 2011.

Michail Sapountzoglou, Director. Mr. Sapountzoglou's is currently co-founder and CEO of Bluewater. Mr. Sapountzoglou began his career with a private family office in Monaco running proprietary trading and asset management. In 1994, he moved to London and helped establish the family office of the Angelopoulos Group, leading M&A transactions within its core investments in shipping, off-shore drilling, and private equity until his departure in 2015. He established Angelopoulos Group's joint venture with Odfjell Drilling Ltd. and led a series of bond transactions trading on the Oslo Stock Exchange, raising over $1.6 billion for the off-shore projects. For the Angelopoulos Group's shipping arm, Metrostar Management Corp., he led capital markets strategy and business development. He directed the Angelopoulos Group's initial seed investment in PuriCore, focused on developing its HOCl, where he was also a founding Director from 1999-2013. He assisted in taking PuriCore public on the Main List of the London Stock Exchange and chaired its Remuneration and Nomination committees.

Peter Van Dyke, Director. Mr. Van Dyke is a seasoned finance professional, having worked in the finance and investment industry for most of his 35-year career. He held positions in banking (Royal Bank: Administrative Management and Lloyds Bank: Commercial/Corporate Credit), real estate market analysis (CMHC), operational finance and investment and for the last four years has been working in the family office space, managing an institutional-sized investment portfolio. Peter is a Director of Junior Achievement BC and Chair of its Risk Management Committee. He is also Director and Treasurer of the Vancouver Community College Foundation. Peter is a Chartered Professional Accountant (CPA, CMA), a graduate of Simon Fraser University (BBA – Finance), and University of British Columbia (Urban Land Economics Diploma). He has successfully completed the Canadian Securities Course and completed the first year of the CFA Institute’s Certificate in Investment Performance Measurement.

Dr. John Schmitz, Director. Dr. Schmitz is one of Canada’s foremost authorities on global equities and global derivatives. He is responsible for risk management and chairs AlphaDelta’s Investment Oversight Committee for the AlphaDelta Funds. Dr. Schmitz holds a BESc (Mechanical Engineering), a BA (Economics) and a DHS (Honours Economics) from the University of Western Ontario, a MA (Economics) from the University of Toronto, and a PhD (Finance) from the Richard Ivey School of Business at the University of Western Ontario. He also holds the Chartered Financial Analyst (CFA) designation.

Glenn Warkentin, Corporate Secretary. Mr. Warkentin is Counsel at Lindsey MacCarthy LLP, a Canadian law firm.

Arm's Length Negotiations

The Proposed Transaction does not constitute a "Non Arm's Length Qualifying Transaction", as defined in the policies of the Exchange, and Bluewater is not required, therefore, to obtain shareholder approval of the Proposed Transaction under the policies of the Exchange.

Sponsorship

In connection with the Proposed Transaction, Bluewater intends to apply for a waiver of the sponsorship requirements of the Exchange. There can be no assurance that the Exchange will grant the waiver. If the Exchange does not grant the waiver, then Bluewater must retain a sponsor of the Proposed Transaction in accordance with the policies of the Exchange. 

Resignation of Antonios Backos

Bluewater also announces that Antonios Backos resigned as a director of Bluewater on April 5, 2022. Bluewater wishes to thank Mr. Backos for his service to Bluewater and wishes him well in his future endeavours.

Exchange Advisory

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the requirements of the Exchange, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 Exchange 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 Exchange nor its "regulation services provider" (as defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information Disclaimer

This press release contains forward-looking information within the meaning of applicable securities legislation. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words "anticipates", "expects", "intends", "will", "would", and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information concerning the proposed terms, and the anticipated results, of the Proposed Transaction, Initial Private Placement, and Concurrent Private Placement. The forward-looking information is based on certain key expectations and assumptions made by Bluewater and ADM, including expectations and assumptions concerning the ability of Bluewater and ADM to complete the Proposed Transaction, Initial Private Placement, and Concurrent Private Placement. Although Bluewater and ADM believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because neither Bluewater nor ADM can give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. These risks and uncertainties include, but are not limited to, the inability of Bluewater and ADM to satisfy the conditions precedent to the Proposed Transaction, Initial Private Placement, and Concurrent Private Placement. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this press release, and to not use such forward-looking information for anything other than its intended purpose. Neither Bluewater nor ADM undertakes any obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

Further Information

For further information about Bluewater, please contact:

Michail SapountzoglouPresident, CEO, and CFO306945226000

For further information about ADM, please contact:

Victor TherrienCEO7789876417Victortherrien (WhatsApp)