BGP ACQUISITION CORP. ANNOUNCES APPROVAL OF EXTENSION, EXPECTED REDEMPTION AMOUNT AND CERTAIN OTHER MATTERS
VANCOUVER, BC, Oct. 28, 2022 /CNW/ - BGP Acquisition Corp. (NEO: BGP.U) (NEO: BGP.WT.U) (OTCQX: BGPPF) (OTCQX: BGPAF) (the "Corporation" or "BGP"), a Special Purpose Acquisition Company (SPAC) which has entered into a definitive agreement to combine with (the "Business Combination") Craft 1861 Global, Inc. (the "Craft Global"), a U.S.-based health and wellness company within the cannabinoid space, is updating the progress of the Business Combination.
To facilitate the closing of the Business Combination, the holders ("Shareholders") of BGP's class A restricted voting shares (the "Class A Restricted Voting Shares") have approved an extension of BGP's permitted timeline to complete a qualifying transaction to December 31, 2022 (the "Extension") by the affirmative vote of 88.8% of the votes at the special meeting of Shareholders (the "Meeting") to approve the Extension. The Extension will become effective upon approval of BGP's board of directors, which is expected to occur in the week of October 31, 2022.
In connection with the Meeting, BGP provided Shareholders with the opportunity to deposit their Class A Restricted Voting Shares for redemption (the "Redemption"). After calculating the Part Vl.1 taxes under the Income Tax Act (Canada) payable in connection with the Redemption, BGP expects that the amount that each Class A Restricted Voting Share that was deposited for redemption in connection with the Extension will be redeemed for is US$10.01. Approximately 11,119,227 Class A Restricted Voting Shares were deposited for redemption in connection with the Extension. Any Shareholder that has deposited Class A Restricted Voting Shares for redemption that would like to withdraw those shares such that they are not redeemed should contact the Corporation via email (at [email protected]) prior to November 2, 2022.
On October 26, 2022, BGP filed a preliminary long form prospectus, which provides detailed disclosures regarding Craft Global and the Business Combination (the "Prospectus"). The Prospectus is available on BGP's SEDAR profile at www.sedar.com.
BGP Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time.
Craft Global is a minority led, U.S.-based health and wellness company within the cannabinoid space focusing on scientific research and development, technology, cultivation, product development, advanced manufacturing, distribution, wholesale, and brand development. Craft Global operates within the non-psychoactive, hemp-derived CBD space with consumer-packaged goods containing zero THC. 1861 Market is also a vertically integrated cannabis company with cultivation, production and dispensary operations in the state of New Mexico, and expects to expand its THC operations into other legal jurisdictions through the sale of its proprietary branded THC products. Craft Global aims to capitalize on what management believes is a once-in-a-generation opportunity to create a global household name by consolidating global demand for cannabis (including both CBD and THC products) and making it a mainstream component of health and wellness lifestyles, focused on cannabis-based performance and recovery products and services.
This investment opportunity involves a high degree of risk. You should carefully consider the risks and uncertainties described under "Risk Factors" in the Prospectus. If any of the risks and uncertainties described thereunder actually occur, alone or together with additional risks and uncertainties not currently known to BGP or Craft Global, or that they currently do not deem material, BGP's and Craft Global's business, financial condition, results of operations and prospects may be materially adversely affected. There can be no assurance that the Business Combination will be completed or, if it is, that the resulting company will be successful.
BGP and Craft urge investors, shareholders and other interested persons to read the documents (including the Prospectus) filed with Canadian securities regulatory authorities in connection with the Business Combination, as these materials contain important information about BGP, Craft, the resulting company and the Business Combination.
This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events, including the proposed Business Combination. The words "target", "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may", "should", "is positioned", "assumes", "would", "might", "will be taken", "be achieved", "occur" and similar expressions or words suggesting future outcomes are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Specific forward-looking information contained in this press release includes, but is not limited to statements concerning: the completion and proposed terms of, and matters relating to, the Business Combination; the effective time of the Extension and the expected redemption amount.
Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management, management's historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. Forward–looking information is based on a number of assumptions, opinions, and estimates and is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to the factors discussed under "Risk Factors" in the Prospectus.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Accordingly, undue reliance should not be placed on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Corporation's expectations as of the date of this news release, and are subject to change after such date. The Corporation does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
The NEO Exchange does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE BGP Acquisition Corp.
BGP Acquisition Corp., Don Jennings, Chief Financial Officer, President and Corporate Secretary, [email protected], 415-237-1747
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