December 31, 2021 11:00 ET | Source: Blue Sky Energy Inc
TORONTO, Dec. 31, 2021 (GLOBE NEWSWIRE) — Blue Sky Energy Inc. (NEX:BSI) (the “Company” or “BSI”) is pleased to announce that it has entered into a binding letter of intent (the “LOI”) dated December 30, 2021 pursuant to which the Company will acquire all of the issued and outstanding shares in the capital of EV Technology Group Inc., an arm’s length third party, (the “Target” or “EVT”) pursuant to a reverse-takeover transaction (the “RTO”). In connection with the completion of the RTO, the Company intends to delist from the NEX board (the “NEX”) of the TSX Venture Exchange (the “TSXV”) and list on the NEO Exchange Inc. (the “NEO”).
About EV Technology Group Inc.
EVT was founded in 2021 with the mission of accelerating the adoption of electric vehicles. With electric vehicle (“EV”) sales increasing by a forecasted 833% in the next decade1, EVs are expected to transform the landscape of traditional vehicle manufacturers. Whereas some new entrants in the space are focused on competing directly with the OEMs, EVT is focused on operating EV brands and EV assembly in niche markets that typically have higher margins and require less capital expenditure than mass market electric vehicles. A first step in realizing this strategy was EVT’s partnership with MOKE International Limited (“MIL”). MIL is the official producer of MOKE vehicles since 1964 and is coming out with the Moke Electric for the summer of 2022. Through Moke France SAS (“MOKE France”), an EVT subsidiary, EVT will be MIL’s dealer and distribution partner in France and have placed pre-orders for the MOKE vehicles for distribution and rental in France. EVT is further building out the EV portfolio and merging with BSI was the right avenue for pursuing that growth.
“By becoming a publicly-traded company, we gain access to the capital markets and public market investors can enjoy the benefits of investing in a diversified vertically integrated EV company,” said Wouter Witvoet, Co-Founder and CEO of EVT. “I am excited to partner up once more with Olivier Roussy Newton, Co-Founder and President of EVT, and am thrilled with some of the plans the team has put together.”
The RTO is expected to be completed by way of a share exchange, amalgamation or other form of business combination determined by the legal and tax advisors to each of the Company and the Target, which will result in the Target becoming a wholly-owned subsidiary of the Company (the “Resulting Issuer”). The Resulting Issuer will carry on the business previously carried on by EVT upon completion of the RTO. The LOI contemplates that BSI and the Target will promptly negotiate and enter into a definitive agreement (the “Definitive Agreement”), together with such other documents that may be required to affect such filings, authorizations and applications as are required in order to formalize and execute the terms of the RTO as outlined in the LOI. The LOI contemplates that if the Definitive Agreement is subject to the receipt of all necessary third-party approvals and the standard terms and conditions concerning the due diligence review of the Target, including financial statements, potential liabilities and material contracts. The LOI further contemplates that all of the common shares in the capital of the Target will be exchanged for common shares of the Company at a ratio resulting in the shareholders of the Target, owning approximately 90% of the Resulting Issuer and the shareholders of the Company owning approximately 10% of the Resulting Issuer on an undiluted basis, not including any shares to be issued pursuant to the private placement financing discussed below. The RTO does not constitute a non-arm’s length transaction.
As of the date hereof, BSI’s authorized capital consists of an unlimited number of BSI common shares (“BSI Shares”), of which 30,884,961 are issued and outstanding. BSI has no options and no warrants outstanding. Prior to closing of the RTO, it is anticipated that certain liabilities of BSI will be settled for BSI Shares, resulting in an additional approximately 10,005,362 BSI Shares, subject to any requisite approvals of the TSXV. The BSI common shares will be consolidated on a 4:1 basis such that post consolidation (the “Consolidation”) there will be approximately 10,222,580 BSI Shares issued and outstanding.
As of the date hereof, the Target’s authorized capital consists of an unlimited number of Target common shares, of which 19,175,000 are issued and outstanding. The Target has no options and no warrants outstanding. The 19,175,000 Target common shares will be exchanged for 90,000,000 Resulting Issuer common shares upon the closing of the RTO (the “Closing”) at a deemed price of $1.00 per Resulting Issuer common share. Not including shares to be issued pursuant to the private placement financing discussed below, it is anticipated that there will be a total of approximately 100,222,580 Resulting Issuer common shares issued and outstanding on Closing.
The Board of Directors of the Resulting Issuer is expected to be comprised of five members, with one member nominated by the Company and four members nominated by the Target. Additional information in connection with the RTO will be provided by the Company in subsequent press releases.
The completion of the RTO is subject to the receipt of all necessary approvals, including without limitation Target shareholder approval of the RTO and regulatory approval for the listing of the common shares of the Company on the NEO and the concurrent delisting of the common shares of BSI from the NEX. BSI shall also convene and hold a meeting of its shareholders to, as applicable, (i) pass a special resolution approving the Consolidation; (ii) pass a special resolution approving any change of BSI; (iii) elect directors of the Resulting Issuer; (iv) obtain majority of the minority approval from its shareholders for the delisting of the BSI Shares from the NEX pursuant to the policies of the TSXV and (v) approve such other matters as BSI may deem necessary or advisable. delisting of BSI from the TSXV and the listing of the Resulting Issuer on the NEO will be subject to all applicable shareholder and regulatory approvals. Application for listing has not been made to the NEO and no representation is made that a NEO listing will be obtained.
Aside from the receipt of the shareholder and regulatory approvals outlined above, the completion of the RTO will also be subject to other conditions precedent, including the representations and warranties to be contained in the Definitive Agreement continuing to be accurate with no material change to either the Company or the Target and the completion of a private placement financing by EVT for gross proceeds of at least $5,000,000. Full details of the proposed financing will be included in a subsequent press release. BSI intends that the BSI Shares will remain halted for trading following the issuance of this press release.
About Blue Sky:
Blue Sky Energy Inc. is a Canadian oil and gas exploration company.
For more information, contact:
Chief Executive Officer
Blue Sky Energy Inc.
About EV Technology Group Inc:
EV Technology Group’s mission is to accelerate the adoption of electric vehicles. EVT, through MOKE France, has placed pre-orders for the MOKE vehicle to be rented and distributed in France.
For more information, contact:
CEO and Chairman of the Board
EV Technology Group Inc.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the proposed RTO, the business of the Target, the ability of the Company to complete the proposed RTO, the proposed financing of EVT, the shares for debt transaction of BSI, the expected benefits of the proposed RTO to the Company and its shareholders, the delisting of the Common Shares from the NEX, the listing of the Common Shares on the NEO, the anticipated growth of the EV market and the future plans or prospects of the Company and the Target. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of BSI, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although BSI has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
BSI does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
All information contained in this press release with respect to BSI and EVT was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied entirely on the other party for any information concerning the other party. BSI has not conducted due diligence on the information provided by EVT and does not assume any responsibility for the accuracy or completeness of such information.
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 PRESS RELEASE.
Completion of the RTO is subject to a number of conditions, including TSXV and NEO acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the listing statement or similar disclosure document to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of BSI should be considered highly speculative. Neither the TSXV nor the NEO has in any way passed upon the merits of the RTO and has neither approved nor disapproved the contents of this press release.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d9eab731-6e8a-4e30-ab93-ee1de705afea