Chairman of Limestone Boats sells 2,650,000 common shares and commits to a lead order investment of $340,000 in Convertible Debenture offering announced by the Company on March 28, 2022
Collingwood, Ontario, March 30, 2022 – Telfer Hanson, the Chair of the Board and a Director of The Limestone Boat Company Limited (the “Company”) (TSXV: BOAT) (OTCQB: LMSBF) announced that RKH Limited and The Telfer Hanson (2017) Family Trust, entities controlled by Mr. Hanson have sold of an aggregate of 2,650,000 common shares of the Company (“Common Shares“) at an average price of $0.1604 in the public market.
Following the disposition, Mr. Hanson holds an aggregate of 13,684,850 Common Shares, including by virtue of having beneficial ownership or control over the Common Shares held by Madeline Hanson, the Telfer Hanson (2017) Family Trust, and RKH Limited, representing approximately 11.44% of the issued and outstanding Common Shares of the Company.
Prior to the disposition, Mr. Hanson held an aggregate of 16,334,850 Common Shares of the Company, including by virtue of having beneficial ownership or control over the Common Shares held by Madeline Hanson, the Telfer Hanson (2017) Family Trust, and RKH Limited, representing approximately 13.65% of the issued and outstanding Common Shares of the Company.
Telfer Hanson was quoted as saying, “The sale of these shares and my family’s subsequent subscription at significantly higher prices, to the recently announced Private Placement, demonstrates our continued dedication to the success of The Limestone Boat Company.”
Concurrent with the sale of the Commons Shares, Mr. Hanson announced a commitment to a lead order investment of $340,000 in the non-brokered private placement (the “Offering“) of up to $5.0 million aggregate principal amount of unsecured, convertible debentures (the “Debentures“) of the Company, at a price of $1,000 per Debenture (the “Issue Price“), which was previously announced on March 28, 2022. The Debentures will mature 3 years from their date of issuance (the “Term“) and bear interest at a rate of 10% per annum, payable annually in arrears. The Debentures will be convertible at any time at the option of the holder into Common Shares at a conversion price of $0.24 per Common Share (the “Conversion Price“). If at any time following 120 days from the date of issuance of the Debentures (the “Closing Date“) and prior to the date that is 30 days prior to the end of the Term, the volume weighted average closing price of the Common Shares on the TSX Venture Exchange (“TSXV“), or such other exchange on which the Common Shares may be listed, (the “Exchange“), is equal to or higher than $0.50 per Common Share for 20 consecutive trading days, the Company may notify the holders of the Debentures that the Debentures will be automatically converted into Common Shares at the Conversion Price 30 days following the date of such notice.
The Offering is subject to a number of applicable regulatory approvals, including the approval of the TSXV. The Offering is expected to close by April 20, 2022, or such other date as reasonably determined by the Company.
The disposition of Common Shares of the Company was made for investment purposes. Mr. Hanson may increase or reduce his investment in the Company according to market conditions or other relevant factors.
This press release is being issued pursuant to section 5.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids. A copy of the early warning report in respect of the above noted transactions will be filed on SEDAR and will be available under the Company’s profile at www.sedar.com.
About The Limestone Boat Company Limited
The Limestone Boat Company – owner and builder of Aquasport Boats, Limestone® Boats and Boca Bay Boats – is publicly traded on the Toronto Venture Exchange under the ticker symbol BOAT. They are headquartered in Collingwood, Ontario with a 145,000 sq. ft. manufacturing facility in White Bluff, Tennessee. The company is backed by a large, skilled labor force and dealer partners throughout the United States and the Canadian Great Lakes Region.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the “1933 Act”) and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “anticipate”, “believe”, “could” “should”, “would”, “estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely, “may”, “plan”, “potential”, “project”, “outlook”, “seek”, “target”, “trend” or “will” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Forward-looking statements in this press release include statements regarding the proposed participation of Mr. Hanson in the Offering, the anticipated timing to complete the Offering, and the ability of the Company to obtain Exchange approval of the Offering. The forward- looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
In particular, this news release includes forward-looking information relating to the proposed timing of completion of the Offering and the terms of the Debentures. These forward-looking statements involve a number of risks and uncertainties, including those related to: (i) the impact of general economic conditions; (ii) industry conditions; (iii) stock market volatility; and (iv) the failure or delay in satisfying any of the conditions to the completion of the Offering, many of which are beyond the Company’s control. New risk factors may arise from time to time and it is not possible for management of the Company to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of the Company to be materially different from those contained in forward-looking statements. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward- looking information contained herein.Many factors could cause actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward- looking statements. All the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press release. There can be no assurance that the actual results or developments will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company.