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COLLINGWOOD, Ontario, June 03, 2022 (GLOBE NEWSWIRE) -- The Limestone Boat Company Limited ("Limestone" or the "Company") (TSXV: BOAT |OTCQB: LMSBF) is pleased to announce the closing of its previously announced non-brokered private placement of 10% unsecured convertible debentures of the Company ("Debentures") at a price of $1,000 per Debenture for aggregate gross proceeds of approximately $500,000 (the "Offering"). As previously disclosed, $244,000 of the Debentures issued in connection with the Offering were subscribed for by Scott Hanson, the Chief Executive Officer of the Company.
The Debentures issued under the Offering will mature 3 years from their date of issuance and will bear interest at a rate of 10% per annum, payable annually in arrears. These Debentures will be convertible at any time at the option of the holder into common shares of the Company ("Common Shares") at a conversion price of $0.19 per Common Share. 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 their term, the volume weighted average closing price of the Common Shares on the TSX Venture Exchange, or such other exchange on which the Common Shares may be listed, (the "Exchange"), is equal to or higher than $0.38 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 of $0.19 per Common Share 30 days following the date of such notice.
For their services in connection with the Existing Offering, Richardson Wealth were paid a cash commission of $6,000 and compensation warrants that will entitle the holder thereof to acquire up to 6,000 Common Shares for a period of 18 months following the date of issuance at an exercise price of $0.19 per Common Share.
The subscription by Mr. Hanson, an "insider" of the Corporation is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization.
All securities issued under the Offering are subject to a four month hold period which will expire October 4, 2022. The Existing Offering is subject to certain conditions including, but not limited to, final approval of the TSX Venture Exchange.
The securities offered in connection with the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.
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 square foot 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.
For more information, contact:
Investor Relations:
Bill Mitoulas
800-720-2395
bill@limestoneboats.com
www.limestoneboatcompany.com
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.
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 ability of the Company to obtain final approval of the Offering from the Exchange, the use of proceeds of the Offerings, and expectations of increased production capacity. 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.
