Collingwood, Ontario, November 25, 2021 – The Limestone Boat Company Limited (“Limestone” or the “Company“) (TSXV: BOAT) – owner and builder of Aquasport Boats, Limestone® Boats and Boca Bay Boats – announces that it has completed the first tranche of its previously announced brokered private placement (the “Placement“) of 10,851,334 units (the “Units“) of the Company at a price of $0.24 per Unit (the “Issue Price“) for gross proceeds of approximately $2.6 million. The Placement was led by Beacon Securities Limited, acting as agent (the “Agent“).
Each Unit consists of one common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.32 per Common Share for a period of 24 months from the date of closing.
The net proceeds raised from the Placement are expected to be used for general working capital purposes. In connection with the Placement, the Company paid a cash commission to the Agent of $180,622 and issued 752,593 compensation options, each exercisable to acquire one Common Share at the Issue Price for a period of 24 months from the date of closing.
The securities issued in connection with the Placement are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. The Warrants will not be listed on any exchange.
In connection with the Placement, the Company issued an aggregate 104,000 Units to Charles Pennock. The issuance of such Units to Mr. Pennock, a director and insider of the Company (as defined under applicable securities laws), constitutes a “related party transaction” within the meaning of Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (“TSXV”) and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its Common Shares being listed on the TSXV) and the exemption from the minority approval requirement in section 5.7(1)(b) of MI 61-101 (as neither the fair market value of the Units distributed to Mr. Pennock pursuant to the Placement, nor the consideration paid by Mr. Pennock, exceeded $2,500,000).
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
ABOUT 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.
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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. Actual future results may differ materially. The Company is subject to a number of risks, certain of which are more particularly described in the Company’s public filings available on SEDAR including, without limitation, the filing statement filed by the Company on February 23, 2021, and the management discussion and analysis of the Company for the three and six months ended June 30, 2021. 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. 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. Unless required by applicable securities law, the Company does not intend and does not assume any obligation to update these forward-looking statements.