HIGHBURY PROJECTS ENTERS INTO NON-BINDING LETTER OF INTENT TO COMPLETE BUSINESS COMBINATION WITH INTERFIELD

/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. 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. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES/

VANCOUVER, BC, March 7, 2022 /CNW/ - Highbury Projects Inc. (the "Company") (TSXV: HPI) is pleased to announce that it has entered into a non-binding letter of intent dated March 2, 2022 (the "LOI") with Interfield Solutions Ltd. ("Interfield") pursuant to which the Company and Interfield will enter into a business combination by way of a share exchange, three-corner amalgamation, merger, amalgamation, arrangement or other similar form of transaction (collectively, the forgoing with any related transaction, the "Transaction") which will result in Interfield and all of its subsidiaries and affiliates becoming directly or indirectly wholly-owned subsidiaries of the Company (upon completion of the Transaction, referred to as the "Resulting Issuer").  The Transaction will therefore result in a reverse take-over of the Company by Interfield whereby the existing shareholders of Interfield will own a majority of the outstanding common shares of the Company.

It is the intention of the parties that the completion of the Transaction will occur on the NEO Exchange ("NEO") and that the Resulting Issuer will be listed on the NEO subject to meeting the applicable listing requirements and receiving final approval for listing from NEO. Concurrent with the completion of the Transaction on the NEO, the parties intend to file an application with the TSX Venture Exchange ("TSX-V") to delist its common shares and apply for the Resulting Issuer to be listed onto the NEO. It is anticipated that the common shares of the Company will remain halted on the TSXV until the Transaction is completed and trading resumes on the NEO for the Resulting Issuer.

The Transaction

The acceptance of the LOI will be followed by good faith negotiations of definitive documentation, including a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") among the parties setting forth the detailed terms of the Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of the similar nature and magnitude of the Transaction.

The final structure of the Transaction is subject to receipt by the parties of tax, corporate and securities law advice that each party may receive from their respective advisors, including without limitation with respect to the disposition as a condition of the Transaction (if applicable) in connection with any of the existing assets or liabilities that may be required for the Corporation to be an appropriate vehicle for the Transaction and the business of the Resulting Issuer. 

For the purposes of the Transaction, the deemed value of each common share of the Company (the "Highbury Share Value") shall be calculated such that the aggregate value of all issued and outstanding common shares of the Company as at the closing of the Transaction shall represent in aggregate twelve and half percent (12.5%) of the issued and outstanding common shares of the Resulting Issuer and the deemed value of each common share (the "Interfield Share Value") of Interfield, shall be calculated such that the aggregate value of all the common shares of Interfield issued and outstanding as at the closing of the Transaction shall represent eighty seven and half percent (87.5%) of the issued and outstanding common shares of the Resulting Issuer (both the Highbury Share Value and the Interfield Share Value are inclusive of the Private Placement (as defined below).

The authorized share capital of the Company consists of an unlimited number of common shares ("Common Shares") without nominal or par value and the number of issue and outstanding Common Shares is 10,383,333 Common Shares as of the date hereof.

As to the date hereof, the only securities of Interfield that are issued and outstanding are 458,125 Interfield shares in the capital of Interfield ("Interfield Shares"), a total of 606,811 Interfield Shares are reserved for issuance pursuant to the conversion of certain convertible debentures (the "Convertible Debentures") and 1,064,936 Interfield Shares are reserved for issuance upon the exercise of warrants issuable to the holders of the Interfield Shares and Convertible Debentures upon conversion (the "Interfield Warrants"). Upon completion of the Transaction, the Interfield Warrants will be exchanged and replaced with common share purchase warrants of the Resulting Issuer adjusted as appropriate with respect to the exercise price and number of common shares that may be acquired.

In conjunction with, or prior to the closing of the Transaction, the Company intends to complete a brokered private placement to raise gross proceeds of up to $2,500,000 (the "Private Placement"). The Company intends to use the net proceeds of the Private Placement for ongoing operations, working capital, and general corporate purposes.

About Interfield

Interfield Solutions is a state of the art software development company that provides tailor-made data management solutions via its SaaS-based software Toolsuite for numerous industrial segments worldwide including Oil & Gas, Mining, and Renewables.  It also connects industrial companies to its proprietary Business to Business Industrial Marketplace, Equipment Hound.

Toolsuite is an Industrial Data Management Platform 1) Digitizes Industrial Processes 2) Cloud Based Platform with Real Time Auditable Data

Equipment Hound is an Industrial E-Commerce Platform that provides 1) Centralized Procurement Gateway 2) Direct connection between Consumers and Manufacturers 3) Secondary market for Surplus/Used Equipment

Significant Conditions to Closing

The completion of the Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement respecting the Transaction and accompanying transaction documents, approval by the boards of directors of each of the Company and Interfield, approval of the shareholders of Interfield (if necessary), approval of the shareholders of the Company at a special meeting of the shareholders of the Company to be held no later than April 30, 2022, obtaining necessary third party approvals, TSX-V acceptance and closing of the Private Placement. There can be no assurance that the Transaction or the Private Placement will be completed as proposed, or at all.

Additionally, listing on the NEO is subject to receipt of all required approvals for Highbury and Interfield, including without limitation: (A) the approval of the TSX-V to delist the Common Shares; (B) the approval of the listing of the Common Shares on the NEO; and (C) the approval of the board of directors of Highbury and Interfield and, if applicable, the shareholders of Highbury and Interfield.

Interfield Financial Information and Insiders of the Resulting Issuer

The financial statements of Interfield are currently being generated and the parties expect to provide an update with respect to the financial information of Interfield in a subsequent press release concurrent with the execution of the Definitive Agreement in accordance with the policies of the TSX-V (the "Subsequent Press Release").

Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall consist of no fewer than 4 and no more than 6 members to be determined by Interfield.

Biographical information of the anticipated directors and officers of the Resulting Issuer shall be provided in the Subsequent Press Release.

About the Company

Highbury was incorporated on May 13, 2005 and was listed on the TSXV on October 28, 2005 as a capital pool company ("CPC") under Exchange Policy 2.4. Highbury's option agreement with Full Metal Minerals ("FMM") was approved as a qualifying transaction and the final exchange bulletin to that effect was issued by the exchange on November 5, 2007. The principal business of Highbury has been the exploration and evaluation of the Moore Creek property in Alaska and any other exploration and evaluation assets and evaluation properties that Highbury may acquire.

ON BEHALF OF THE BOARD OF DIRECTORS 

"Al Karim Jaffer"

Al Karim Jaffer
President & Chief Executive Officer               

Forward Looking Statements

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com.

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 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Highbury Projects Inc.

Al Karim Jaffer, President & Chief Executive Officer, E-mail: [email protected], Telephone: [phone]