Globally Local Technologies Inc. (formerly Black Lion Capital Corp.) Announces Completion of Qualifying Transaction and Related Matters
/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES/
TORONTO, April 14, 2021 /CNW/ - Globally Local Technologies Inc. (formerly Black Lion Capital Corp.) ("Globally Local" or the "Company") ((TSXV: GBLY), formerly traded as BLC.P)) is pleased to announce that pursuant to the amended and restated amalgamation agreement dated March 8, 2021 (the "Amalgamation Agreement"), the Company has completed its previously announced transaction with 2204901 Ontario Inc. o/a Globally Local ("Globally Local") which constitutes the Company's Qualifying Transaction, as such term is defined under Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Transaction").
Concurrent with the closing of the Transaction, the Company also announces the closing of its previously announced private placement of securities of Globally Local, whereby Canaccord Genuity Corp. (the "Agent") acted as agent on a "commercially reasonable efforts" basis for the private placement of subscription receipts of Globally Local issuing 10,500,000 subscription receipts at $0.40 per subscription receipt raising $4,200,000 in gross proceeds (the "Offering"), pursuant to an agency agreement dated April 13, 2021 (the "Agency Agreement").
The Transaction and Concurrent Financing
Pursuant to the Transaction, the Company: (a) consolidated its common shares on the basis of one (1) post-consolidation common share for every 2.5 pre-consolidation common share; (b) acquired all of the securities of Globally Local in exchange for securities of the Company pursuant to the terms of the Amalgamation Agreement; (c) effected an amalgamation between 2801318 Ontario Ltd, a wholly owned subsidiary of Black Lion ("Subco") and Globally Local, with Globally Local being the surviving entity, on the terms and conditions set forth in the Amalgamation Agreement, whereby the holders of the securities of Globally Local received securities of the Company on a one-for-one basis; (d) reorganized the management and the Board of Directors of the Company; and (e) approved and registered a name change of the Company from Black Lion Capital Corp. to Globally Local Technologies Inc.
Further to the Company's news release of March 23, 2021, Globally Local also completed the previously announced Offering of $4,200,000 of aggregate gross proceeds of subscription receipts. The subscription receipts were offered at an issuance price of $0.40 per subscription receipt and each subscription receipt automatically entitled the holder thereof, without payment of any additional consideration and without any further action on the part of the holder, to acquire one Globally Local share upon the satisfaction of certain escrow release conditions, all in accordance with the terms and conditions of a subscription receipt agreement dated April 13, 2021 between Globally Local, what was formerly Black Lion Capital Corp., the Agent and AST Trust Company (Canada)(the "Subscription Indenture"). All of the subscription receipts have now been converted and exchanged for Company Shares. The Private Placement was led by Canaccord Genuity Corp. In connection with the Offering, the Agent (and sub-agents) were paid a cash commission of $336,000, a corporate finance fee of $50,000 and received 840,000 Agents' Compensation Options to acquire 840,000 Company Shares at a price of $0.40 per share for a period of two years.
In connection with the Transaction and the Offering, the Company has now issued an aggregate of: (a) 4,661,318 common shares to former holders of common shares of the Company; (b) 10,500,000 common shares to former holders of Subscription Receipts of Globally Local; (c) 64,000,000 common shares to former holders of shares of Globally Local.; and (d) 2,812,500 common shares to Canaccord Genuity Corp.
Pursuant to the terms of a Tier 2 Value Security Escrow Agreement among the Company, AST Trust Company (Canada) and certain escrowed security holders, an aggregate of 43,050,000 Company Shares held by certain officers, directors and insiders of the Company have been placed in escrow, whereby 10% will be released on issuance of the Final Exchange Bulletin (as such term is defined in the CPC Policy), and the balance of such shares will be released in tranches over the next 36 months.
In addition, an aggregate of 18,575,000 Company Shares will be subject to a resale restriction pursuant to the TSX Venture Exchange's resale matrix.
The Company has also issued the following convertible securities in connection with the Transaction:
Options |
5,015,106 |
Agents' Compensation Options |
840,000 |
As a result of the foregoing, the outstanding capital of the Company upon completion of the Qualifying Transaction consists of 81,973,818 Company Shares.
Further particulars of the Transaction may be found in the news releases dated March 23, 2021, March 5, 2021 and November 9, 2020 and the filing statement of the Company dated March 19, 2021 (the "Filing Statement"), which are available under the Company's profile on SEDAR at www.sedar.com.
Principal Securityholders following the Transaction
Upon completion of the Transaction the following shareholders received common shares and hold more than 10% of the common shares (post consolidation).
Name and Municipality of Residence |
Number of Company Shares Owned |
Percentage of Company Shares Held |
Type of Ownership |
|||
James McInnes |
21,525,000 |
26.2% (non-diluted) (1)(2) |
Direct |
|||
Vasiliki McInnes |
21,525,000 |
26.2% (non-diluted) (1)(3) |
Direct |
|||
BoxOne Ventures Inc. |
13,012,000 |
15.9% (non-diluted) (1) |
Direct |
|||
Notes: |
||
1. |
Upon completion of the Transaction, there are 81,973,818 Common Shares issued and outstanding. |
|
2. |
James McInnes was granted at Closing a total 1,699,476 Options, each exercisable to acquire one Company Share (subject to certain vesting requirements) at a price of $0.40 per Common Share. |
|
3. |
Vasiliki McInnes was granted at Closing a total 1,699,476 Options, each exercisable to acquire one Company Share (subject to certain vesting requirements) at a price of $0.40 per Common Share. |
|
Consolidation and Name Change
On April 13, 2021 and prior to the completion of the Transaction, the Company implemented a consolidation of its common shares on the basis of one (1) post-consolidation common share for every 2.5 pre-consolidation common share and changed its name to Globally Local Technologies Inc. The post-consolidated common shares of the Company are expected to begin trading on the TSX Venture Exchange when markets open on, or about, April 16, 2021.
No fractional shares will be issued as a result of the Company's share consolidation. In lieu of any fractional entitlement, the number of Company Shares issued to each former Shareholder shall be rounded down to the next lesser whole number of Black Lion Shares.
Change of Management and Board and Option Grant
In connection with the Transaction all of the directors and officers of the Company (except for Bill MacDonald) have resigned effective April 13, 2021 and have been replaced with new directors as follows: James McInnes (Chairman), Edward (Ted) Sehl, Vasiliki McInnes, Dean Cebulski and William MacDonald. In addition, James McInnes will serve as President and CEO, Carlo Rigillo will serve as CFO and Corporate Secretary, Vasiliki McInnes will serve as COO, Braden Halpin will serve as Vice-President Operations and Store Development, and Avra Epstein will serve as Vice-President, Marketing of the Company.
Granting of Stock Options
An aggregate of 4,604,506 options to purchase Company Shares exercisable at a price of $0.40 for a period of five (5) years have been issued to directors, officers and certain employees of the Resulting Issuer in connection with the Transaction.
The Company has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 are available for the grant of these Options. The Options are subject to TSX Venture Exchange acceptance.
Trading Update and New Symbol
The Company will remain halted pending final materials being reviewed by the TSX Venture Exchange and expects to commence trading on, or about, April 16, 2021 under the new symbol "GBLY" and CUSIP/ISIN 37959V104.
About Globally Local Technologies Inc.
Globally Local is a plant-based food technology company that manufactures and distributes industry-leading plant-based protein and dairy alternatives using locally sourced and sustainable ingredients. The company distributes its products through a proprietary food service line to company owned and franchised fast-food restaurant locations. Globally Local restaurant locations operate as smart kitchens, which use state-of-the art cooking technology and automation solutions to deliver a delicious food experience to customers craving healthier and more sustainable fast food. With small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, a vertically integrated supply chain along with healthier ingredients, Globally Local is revolutionizing the fast-food industry. The company currently operates a manufacturing facility and two restaurant locations in Canada, with plans to open 20 additional restaurant locations across North America in the next 12 months. The company is traded on the Toronto Stock Exchange under the symbol GBLY. For more information visit https://globallylocal.ca.
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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains forward-looking statements relating to the conditionality and timing of the final Exchange approval and the resumption of trading of the Company Shares, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to secure final Exchange approval for the Transaction set forth above and other risks detailed from time to time in the Filing Statement and other filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by Canadian securities law.
The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
SOURCE Globally Local Technologies Inc.
about the Company please contact: James McInnes, President and Chief Executive Officer, 1-800-286-2145, [email protected]
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