LL ONE INC. ANNOUNCES CLOSING OF $3.23 MILLION PRIVATE PLACEMENT OFFERING BY THE LIMESTONE BOAT COMPANY
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.
Toronto, Ontario, January 20, 2021 – LL One Inc. (“LLO” or the “Company”) LL One Inc. (TSX.V: LLO.P), a capital pool company, is pleased to announce the closing of the previously announced concurrent financing by The Limestone Boat Company Inc. (“LBC”) comprised of: (i) a brokered offering of 285,050 subscription receipts of LBC (“Subscription Receipts”) at a price of $8.00 per Subscription Receipt for aggregate gross proceeds of approximately $2.28 million (the “Brokered Subscription Receipt Offering”), (ii) a non-brokered offering of 3,100 Subscription Receipts at a price of $8.00 per Subscription Receipts for aggregate proceeds of $24,800 (the “Non-Brokered Subscription Receipt Offering” and collectively with the Brokered Subscription Receipt Offering, the “Subscription Receipt Offering”), and (iii) a non-brokered offering of 115,625 founder common shares of LBC at a price of $8.00 per founder common share for aggregate gross proceeds of $925,000 (the “Concurrent Common Share Offering”, and collectively with the Subscription Receipt Offering, the “Offering”). The Subscription Receipt Offering was led by Beacon Securities Limited (“Beacon” or the “Agent”).
The Qualifying Transaction
Pursuant to a definitive agreement, dated November 13, 2020 (the “Definitive Agreement”) between LLO, LBC and 2790889 Ontario Inc., a wholly- owned subsidiary of the Company (“Subco”), the parties will complete a three-cornered amalgamation (the “Qualifying Transaction”) pursuant to Policy 2.4 – Capital Pool Companies (the “Policy”) of the TSX Venture Exchange (the “Exchange”). In accordance with the Definitive Agreement, LBC will amalgamate with Subco and, pursuant thereto, all of the issued and outstanding founder common shares of LBC and Class A common shares of LBC (collectively, the “LBC Shares”) will be cancelled and LLO will issue 50 common shares in the capital of the Company (the “LLO Shares”), issued at a deemed price of $0.16, in consideration of each such LBC Share so cancelled (the “Exchange Ratio”). Upon completion of the Qualifying Transaction, LLO will continue the business of LBC with LBC as its wholly-owned operating subsidiary (the Company, after the Qualifying Transaction, referred to herein as the “Resulting Issuer”). Effective on closing the Qualifying Transaction the name of the Resulting Issuer will be changed to “The Limestone Boat Company Limited” or such other name as may be acceptable to LBC and the Exchange.
The Subscription Receipt Offering
The Subscription Receipts were issued pursuant to a subscription receipt agreement dated January 20, 2021 (the “Subscription Receipt Agreement”) between LBC, Beacon, and TSX Trust Company, as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Subscription Receipt Offering (less 50% of the Agent’s cash commission, the Agent’s work fee, and all of the Agent’s expenses) have been placed in escrow pending delivery of a notice (the “Release Notice”) that the escrow release conditions set out in the Subscription Receipt Agreement (the “Escrow Release Conditions”) have been met (the “Escrow Release”). The Escrow Release Conditions include the satisfaction of all conditions precedent to the closing by the Company of the Qualifying Transaction. If the Escrow Release Conditions are satisfied or waived by 5:00 p.m. (Toronto time) on April 20, 2021, then the escrowed funds (less the balance of the Agent’s cash commission) will be released to LBC. If either (i) the Escrow Release Conditions are not satisfied by such time, or (ii) LBC advises the Agent or announces to the public that it does not intend to satisfy any of the Escrow Release Conditions, then at the earlier of such time the Subscription Receipts will be deemed to be cancelled and holders of Subscription Receipts will receive a cash amount equal to the offering price of the Subscription Receipts. Any shortfall will be funded by LBC.
Each Subscription Receipt will automatically convert into one common share of LBC (each, an “LBC Share”), without any further payment or action on the part of the holder thereof, provided that the Escrow Release Conditions have been satisfied. Upon completion of the Qualifying Transaction each such LBC Share will be cancelled and LLO will issue 50 LLO Shares in consideration of such LBC Share.
The Agent is entitled to a work fee in the amount of $60,000 and a cash commission equal to 7% of the gross proceeds of the Brokered Subscription Receipt Offering, 50% of which was paid on closing of the Offering and the other 50% of which will be payable upon satisfaction of the Escrow Release Conditions. The Agent has also received 28,505 broker warrants (the “Broker Warrants”) and 11,000 (“Work Warrants”, and collectively with the Broker Warrants, the “Compensation Warrants”). Each Compensation Warrant will entitle the holder to acquire 50 common shares of the Resulting Issuer (each “Resulting Issuer Share”) at a price of $0.16 per Resulting Issuer Share for a period of 24 months following the Escrow Release.
This press release is not an offer of subscription receipts or common shares for sale in the United States. The Subscription Receipts and common shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the Subscription Receipts or common shares under the U.S. Securities Act of 1933, as amended. Neither the Company, nor LBC intends to engage in a public offering of common shares in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
LBC was incorporated under the Business Corporations Act (Ontario) on January 14, 2020. LBC is a closely-held private corporation. Scott Hanson of Collingwood, Ontario currently exercises control over 26.7% of the LBC Shares, Telfer Hanson of Burlington, Ontario currently exercises control over 16.08% of the LBC Shares, and Taylor Hanson of Stoney Creek, Ontario currently exercises control over 15.26% of the LBC Shares currently issued and outstanding. Scott Hanson will exercise control over approximately 16.43% of the Resulting Issuer common shares following completion of the Qualifying Transaction.
LBC has licensed the global manufacturing rights and use of the Limestone® brand for the manufacturing and sales of premium boats in North America from Mark Ellis Designs LLC in May 2020. In August of 2020, The Limestone Boat Company Inc., under the experienced direction of yacht designer and CEO, Scott Hanson acquired all of the fixed assets, being the molds and tooling for the manufacturing of 17′, 20′, 22′, 24′ and 26′ boats, from Medeiros Boat Works of Oakville, Ontario. Until the sale to LBC, Medeiros Boat Works had been manufacturing boats under the Limestone® brand for more than 25 years, pursuant to a license from Mark Ellis Designs. Scott Hanson, with the support of the management team, board of directors of LBC and Mark Ellis have modernized the configuration of the Limestone® line of boats to outboard power and beautiful interior configurations, and, in October 2020, transitioned manufacturing to facilities in Tennessee, where Ebbtide Holdings, LLC is manufacturing the boats under contract. The LBC team has successfully marketed the new Limestone® line of boats to dealers in the US and Canada and is on pace to sell out their 2021 build capacity by the end of the 2020 calendar year. The demand for boats worldwide has seen considerable growth in 2020, which demand is not expected to subside in the near future.
Cautionary Note Regarding Forward-Looking Information
All information contained in this news release with respect to LLO, LBC, or Beacon was supplied by the parties, respectively, for inclusion herein, and LLO and its directors and officers have relied on LBC and Beacon, as applicable, for any information concerning such party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval.
Investors are cautioned that, except as disclosed in the management information circular or 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 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 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 timing and completion of the Qualifying Transaction, the future operations of the Company, LBC, and the Resulting Issuer 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 Qualifying Transaction and the future plans and objectives of the Company, LBC, and the Resulting Issuer 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 expectations of the Company, LBC, and the Resulting Issuer include the failure to satisfy the conditions to completion of the Qualifying Transaction set forth above and other risks detailed from time to time in the filings made by the Company, LBC, and the Resulting Issuer 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, LBC, and the Resulting Issuer. As a result, the Company, LBC, and the Resulting Issuer cannot guarantee that the Qualifying Transaction will be completed on the terms and within the time disclosed herein or at all. 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, LBC, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.