/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and
EDMONTON, AB, May 27, 2021 /CNW/ - Green Impact Partners Inc.
("GIP") (formerly Blackheath Resources Inc. (TSXV: BHR)
("Blackheath")) and Wolverine Energy and Infrastructure Inc.
("Wolverine") (TSXV: WEII) are pleased to announce the
completion of their business combination in connection with the
previously announced acquisition by Blackheath of the clean energy
assets of Wolverine (the "Clean Energy Assets") and reverse
take-over of Blackheath (the "Transaction").
Immediately prior to the completion of the Transaction,
Blackheath changed its name to "Green Impact Partners Inc." and
completed the previously announced consolidation of the outstanding
common shares of Blackheath (the "Blackheath Shares") on a
48.42 to 1 basis.
On completion of the Transaction, the previously issued
10,000,000 subscription receipts ("Subscription Receipts")
of Green Impact Operating Corp. (a wholly-owned subsidiary of
Blackheath) were exchanged for an equivalent number of common
shares of GIP (the "GIP Shares"). In addition
5,150,000 GIP Shares were issued to
Wolverine and 4,850,000 GIP Shares
were issued to those shareholders of Wolverine who were
shareholders of Wolverine as at the effective time of 12:12 a.m. on May
27, 2021. Former holders of Blackheath Shares,
post-consolidation, hold 300,005 GIP
Shares. On completion of the Transaction, there are
20,300,005 GIP Shares issued and
outstanding.
The TSX Venture Exchange (the "TSXV") has provided
conditional approval for the Transaction and listing of the GIP
Shares. In accordance with TSXV policies, the GIP Shares will
remain halted for trading until the TSXV issues the final bulletin
in respect of the Transaction. The GIP Shares are expected to be
listed and posted for trading on the facilities of the TSXV under
the symbol "GIP" on or about June 1,
2021.
As a result of the completion of the Transaction:
- GIP owns and operates the Clean Energy Assets and received
approximately $43,000,000 of
additional capital to develop such Clean Energy Assets; and
- Wolverine continues as a TSXV publicly–traded diversified
energy and infrastructure provider in western Canada and the
United States, providing a wide range of services including:
construction/infrastructure construction and management, heavy
equipment sales and rentals, oilfield and energy equipment rentals,
above ground water management services, wide ranging oil and gas
services, and transportation and trailer rentals. Pursuant to the
Transaction, Wolverine has received a cash payment of $50,000,000 and owns approximately 25% of the
outstanding shares of the Resulting Issuer.
Akira and Transition Energy
As previously announced, Wolverine acquired the shares of each
of Transition Energy Inc. and Akira Infra I Ltd. for an aggregate
purchase price of $18,300,000, which
businesses were acquired by GIP pursuant to the Transaction.
The $18,300,000 purchase price was
satisfied through the issuance of the promissory notes
("Acquisition Notes") pursuant to which Wolverine agreed to
transfer to the vendors an aggregate 1,830,000 GIP Shares at a deemed price of
$10.00 per share. The majority of the
vendors of Transition Energy and Akira subsequently determined to
directly acquire 1,811,295 GIP Shares
through subscription of 1,811,295 Subscription Receipts, which
Subscription Receipts were acquired by the vendors through the
issuance of promissory notes. The amounts outstanding under these
promissory notes were satisfied at Closing by Wolverine issuing
short-term loans to such vendors, which loans were set-off from the
amounts owing by Wolverine to such vendors under the Acquisition
Notes. As at this time, Wolverine continues to be required to
transfer an aggregate 109,809 GIP
Shares to vendors under the Acquisition Notes and, in this regard,
Wolverine may transfer to such vendors 109,809 of the 5,150,000 GIP Shares acquired pursuant to the
Transaction.
Management of GIP
On completion of the Transaction, all of the directors and
officers of Blackheath resigned. The new Board of Directors
of GIP is comprised of Jesse
Douglas, Geeta Sankappanavar, Alicia
Dubois, Bruce Chan and
Jeff Hunter, and the company will be
lead by a management team comprised of Jesse Douglas as CEO,
Kathy Bolton as CFO and John Paul Smith as Secretary. Further
information regarding the Board of Directors and Management of GIP,
is included in the Blackheath Filing Statement (the "Filing
Statement"), which can be found under Blackheath's company
profile on the SEDAR website at www.sedar.com.
Additional Information about the Transaction
Further details of the Transaction, GIP and the Clean Energy
Assets are provided in the Filing Statement. Reference
is also made to the news releases of Blackheath and/or Wolverine
dated February 17, February 24, April
8, April 24, April 29 and April 30,
2021 for additional information relating to the Transaction
and to the information circular of Wolverine, dated March 26, 2021 (the "Circular"), which is
available under Wolverine's company profile on the SEDAR website at
www.sedar.com.
Additional Information About the Blackheath
Consolidation
A letter of transmittal in respect of the Consolidation (the
"Letter of Transmittal") was previously mailed to
Blackheath's shareholders. Additional copies of the Letter of
Transmittal may be obtained through Odyssey Trust Company
(Telephone: (587) 885-0960 / Email: corp.actions@odysseytrust.com)
and are available on Blackheath's profile at
www.sedar.com dated April 30,
2021 and noted as "Other securityholders documents –
English".
In order to trade in the GIP Shares to which a former
Blackheath shareholder is entitled, the former Blackheath
shareholder must first complete and deliver the Letter of
Transmittal in accordance with the instructions set out
therein.
About the Resulting Issuer
GIP operates as an ESG and renewables company incorporated
under the laws of British
Columbia, the shares of which will be listed on the TSXV
under the symbol "GIP". GIP operates with a focus on
renewable energy through by-products, waste water and carbon
reduction.
About Wolverine
Wolverine continues as an industry leading, TSXV publicly–traded
diversified energy and infrastructure service provider in western
Canada and the United States, providing a wide range of
services including: water management, production testing,
oilfield/energy rentals, and environmental services. Wolverine's
original business roots and operations began in 1952. Over
the course of its history, Wolverine has a strategy combining
organic growth and strategic acquisitions.
As a result of the Transaction, Wolverine has material
additional capital and is strongly positioned to continue its focus
on driving shareholder value, through return on capital deployed,
market diversification, and maintaining best-in-class services
throughout the full life cycle of its diverse clients'
projects.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed Transaction and has neither approved nor
disapproved the contents of this news release.
Cautionary Statements
This news release contains forward-looking statements and/or
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities
laws. When used in this release, such words as "would",
"will", "anticipates", believes", "explores" and similar
expressions, as they relate to Wolverine, GIP or their management,
are intended to identify such forward-looking statements.
Such forward-looking statements reflect the current views of
Wolverine and GIP (including its subsidiary, Green Impact Operating
Corp.) with respect to future events, including listing and trading
of the Shares on the TSXV and timing of such listing and trading,
the position of Wolverine and GIP and Wolverine's business
strategies, and are subject to certain risks, uncertainties and
assumptions. Many factors could cause Wolverine's or GIP's
actual results, performance or achievements to be materially
different from any expected future results, performance or
achievement that may be expressed or implied by such
forward-looking statements. In particular, this news release
contains or implies forward-looking statements pertaining to: the
listing of the GIP Shares on the TSXV and the future business and
prospects of GIP and Wolverine. These forward-looking statements
are subject to numerous risks and uncertainties, including but not
limited to: the impact of general economic conditions in
Canada and the United States, including the ongoing
COVID-19 pandemic; industry conditions including changes in laws
and regulations and/or adoption of new environmental laws and
regulations and changes in how they are interpreted and enforced,
in Canada and the United States; volatility of prices for
energy commodities; changes in demand for energy and infrastructure
services offered by Wolverine and change in demand for clean energy
to be offered by GIP; competition; lack of availability of
qualified personnel; obtaining required approvals of regulatory
authorities, in Canada and
the United States; and the ability
to access sufficient capital from internal and external sources;
many of which are beyond the control of GIP and Wolverine. These
forward-looking statements reflect material factors, expectations
and assumptions. Forward-looking statements included in this
news release should not be read as guarantees of future performance
or results. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those
implied by such forward-looking statements. Although the
forward-looking statements contained in this document are based
upon assumptions which management of GIP and Wolverine believes to
be reasonable, GIP and Wolverine cannot assure readers that actual
results will be consistent with these forward-looking
statements.
The forward-looking statements contained in this release are
made as of the date of this release, and except as may be expressly
be required by law, Wolverine and GIP disclaim any intent,
obligation or undertaking to publicly release any updates or
revisions to any forward-looking statements contained herein
whether as a result of new information, future events or results or
otherwise, other than as required by applicable securities
laws.
Management of GIP and Wolverine have included the above
summary of assumptions and risks related to forward-looking
statements provided in this release in order to provide
shareholders with a more complete perspective on Wolverine's, and
GIP's current and future operations and such information may not be
appropriate for other purposes. Wolverine and GIP's actual results,
performance or achievement could differ materially from those
expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what benefits Wolverine and GIP will
derive therefrom.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy the securities in any
jurisdiction. 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 in the United States except in certain
transactions exempt from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
Readers are cautioned that, except as disclosed in the
Circular or the Filing Statement 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.
SOURCE Wolverine Energy and Infrastructure Inc.