LL One Inc.Declares Closing of $ three.23 Million Personal Placement by Limestone Boat Firm
DO NOT DISTRIBUTE TO UNITED STATES NEWSWIRE SERVICES OR UNITED STATES BROADCAST. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW. TORONTO, January 20, 2021 (GLOBE NEWSWIRE) – LL One Inc. ("LLO" or the "Firm") LL One Inc. (TSX.V: LLO.P), a non-public fairness agency, is happy to be ; announce the closing of the simultaneous financing beforehand introduced by The Limestone Boat Firm Inc. (“LBC”) comprising: (i) a brokerage supply of 285,zero50 LBC subscription receipts (“subscription receipts”) at a value of eight, $ 00 per Subscription Receipt for mixture gross proceeds of roughly $ 2.28 million (the "Brokerage Subscription Receipt Providing"), (ii) a broker-less supply of three,100 Subscription Receipts at a value of $ eight.00 per Subscription Receipts for complete proceeds of $ 24,800 (the "Non-Negotiated Subscription Receipt" Supply "and collectively with the Supply of Dealer Subscription Receipts," the Receipt Supply subscription "), and (iii) a broker-free providing of 115,625 LBC Founder Widespread Shares at a value of $ eight.00 per Founder Widespread Share for gross proceeds complete of $ 925,00zero (the "Concurrent Widespread Share Supply", and collectively along with the Subscription Receipt Supply, "the Supply"). The providing of Subscription Receipts was directed by Beacon Securities Restricted ("Beacon" or "the Agent"). The Qualifying Transaction Pursuant to a definitive settlement dated November 13, 2020 (the "Definitive Settlement") between LLO, LBC and 2790889 Ontario Inc., an entirely owned subsidiary of the Firm ("Subco"), the events will full three -the wedge merger (the "Qualifying Transaction") in accordance with Coverage 2.four – Capital Pool Corporations (the "Coverage") of the TSX Enterprise Alternate (the "Alternate"). Pursuant to the Definitive Settlement, LBC will merge with Subco and, pursuant thereto, the entire issued and excellent Founder Widespread Shares of LBC and the Class A Widespread Shares of LBC (collectively, the "LBC Shares ") Can be canceled and LLO will problem 50 widespread shares within the capital of the Firm (the" LLO shares "), issued at a deemed value of $ zero.16, in consideration for every of such canceled LBC shares (the" alternate ratio '). As soon as the Qualifying Transaction is accomplished, LLO will proceed LBC's enterprise with LBC as an entirely owned working subsidiary (the Firm, after the Qualifying Transaction, referred to herein because the "Issuer ensuing ”). Upon closing of the Qualifying Transaction, the identify of the ensuing issuer can be modified to "The Limestone Boat Firm Restricted" or such different identify as could also be acceptable to LBC and the Bourse. The Supply of Subscription Receipts The Subscription Receipts have been issued pursuant to a Subscription Receipt Settlement dated January 20, 2021 (the "Subscription Receipt Settlement") between LBC, Beacon and the TSX Belief Firm, as a subscription receiving agent. In accordance with the Subscription Receipt Settlement, the gross proceeds of the Subscription Receipt Supply (much less 50% of the Agent's money fee, Agent labor prices and all Agent bills) has been positioned in receivership pending supply of discover (the "Launch Discover") that the phrases of launch of the escrow set out within the Subscription Receipt Settlement (the "Escrow Launch Circumstances") have been met (the "Escrow Launch"). The Escrow Launch Circumstances embody the satisfaction of all circumstances precedent to closing by the Firm of the Qualifying Transaction. If escrow launch circumstances are met or canceled earlier than 5:00 p.m. (Toronto time) on April 20, 2021, funds in escrow (minus the agent's money fee steadiness) can be returned to LBC. If (i) the escrow launch circumstances usually are not met right now, or (ii) LBC notifies the agent or publicizes to the general public that it doesn’t have it. Intent to fulfill one of many escrow launch circumstances, then on the sooner of those dates the Subscription Receipts can be deemed void and holders of Subscription Receipts will obtain a money quantity equal to the providing value of subscription receipts. Any deficit can be financed by LBC. Every subscription receipt will robotically convert into one widespread share of LBC (every, an "LBC share"), with out additional cost or motion from its holder, offered that the phrases of launch from escrow have been glad. Upon completion of the Eligible Transaction, every of those LBC Shares can be canceled and LLO will problem 50 LLO Shares in consideration for that LBC Share. The Agent is entitled to a labor charge within the quantity of $ 60,00zero and a money fee equal to 7% of the gross proceeds of the providing of negotiated subscription receipts, of which 50% was paid at closing. of placement and the opposite 50%. can be payable upon satisfaction of the Escrow Launch Phrases. The Agent additionally obtained 28,505 Dealer Warrants (the "Dealer Warrants") and 11,00zero ("Work Warrants", and collectively along with the Dealer Warrants, the "Warrants" subscription of remuneration ”). Every indemnification warrant will entitle the holder to accumulate 50 widespread shares of the ensuing issuer (every "ensuing issuer share") at a value of $ zero.16 per motion of the ensuing issuer for a interval of 24 months after launch from escrow. This press launch doesn’t represent a proposal of subscription receipts or widespread shares on the market in america. Subscription receipts and customary shares is probably not provided or offered in america with out registration beneath the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Firm has not and won’t register Subscription Receipts or Widespread Shares beneath the U.S. Securities Act of 1933, as amended. Neither the Firm nor LBC intends to take part in a public providing of Widespread Shares in america. This press launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase and there can be no sale of the securities in a state during which such a proposal, solicitation or sale could be unlawful. About LBC LBC was integrated beneath the Enterprise Firms Act (Ontario) on January 14, 2020. LBC is a intently held personal firm. Scott Hanson of Collingwood, Ontario presently workouts management of 26.7% of the LBC shares, Telfer Hanson of Burlington, Ontario presently workouts management of 16.08% of the LBC shares, and Taylor Hanson of Stoney Creek, Ontario presently workouts management of 15.26% BLC shares presently issued and excellent. Scott Hanson will train management over roughly 16.43% of the widespread shares of the ensuing issuer after completion of the Qualifying Transaction. LBC licensed the worldwide manufacturing rights and use of the Limestone® model for the manufacture and sale of premium boats in North America from Mark Ellis Designs LLC in Could 2020. As of August 2020 , The Limestone Boat Firm Inc., beneath the skilled management of yacht designer and CEO, Scott Hanson acquired all of the fastened property, being the molds and tooling for the manufacture of 17 & # 39 ;, 20 & # 39 ;, 20 & # 39; boats. # 39 ;, 22 & # 39 ;, 24 & # 39; and 26 & # 39 ;, of Medeiros Boat Works of Oakville, Ontario. Till sale to LBC, Medeiros Boat Works had been manufacturing boats beneath the Limestone® model for over 25 years, beneath license from Mark Ellis Designs. Scott Hanson, with the assist of the administration staff, the LBC Board of Administrators and Mark Ellis have modernized the Limestone® line of boats setup into outboard energy and exquisite inside layouts, and, in October 2020, moved manufacturing to a facility in Tennessee. , the place Ebbtide Holdings, LLC manufactures the boats beneath contract. The LBC staff have efficiently marketed the brand new Limestone® boat line to sellers within the US and Canada and are on monitor to promote their 2021 construct capability by the top of this yr. calendar yr 2020. The demand for boats worldwide has grown significantly in 2020, and the demand just isn’t anticipated to say no within the close to future. For extra data contact: LL One Inc., Alan Gertner, Directoralangertner@hey.com The Limestone® Boat Firm Inc., Telfer Hanson, Chairman416email@example.com Warning Relating to Ahead-Wanting Info All data on this press launch with respect to LLO, LBC or Beacon has been offered by the events, respectively, for inclusion herein, and LLO and its administrators and officers have relied on LBC and Beacon, in keeping with the case, for any data concerning this half. Completion of the Qualifying Transaction is topic to various circumstances together with, however not restricted to, Alternate acceptance and, the place relevant, in accordance with Alternate necessities. , majority approval of minority shareholders. Buyers are cautioned that, until in any other case specified within the administration data round or within the deposit assertion to be ready in reference to the transaction, any data printed or obtained with respect to the transaction is probably not actual or full and shouldn’t be relied on. Buying and selling within the securities of a capital pool firm needs to be seen as extremely speculative. The Bourse has under no circumstances conveyed the deserves of the proposed transaction and has neither authorised nor disapproved the contents of this press launch. Neither the Alternate nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the Alternate) accepts duty for the adequacy or accuracy of this press launch. This press launch accommodates forward-looking statements regarding the timing and completion of the Qualifying Transaction, the long run actions of the Firm, LBC and the Ensuing Issuer and different statements that aren’t not historic information. Ahead-looking statements are sometimes recognized by phrases similar to "will", "could", "ought to", "anticipate", "count on" and related phrases. All statements aside from statements of historic truth included on this press launch, together with, with out limitation, statements concerning the qualifying transaction and the long run plans and goals of the Firm, LBC and the Firm. ; ensuing issuer are forward-looking statements that contain dangers and uncertainties. . There could be no assurance that such statements will show to be correct and precise outcomes and future occasions might differ materially from these anticipated in such statements. Important elements that might trigger precise outcomes to vary materially from the expectations of the Firm, LBC and the Ensuing Issuer embody failure to fulfill the circumstances for completion of the Qualifying Transaction set out above. and different dangers detailed once in a while within the filed paperwork. made by the Firm, LBC and the ensuing issuer with securities rules. The reader is cautioned that the assumptions used within the preparation of any forward-looking data could show to be incorrect. Occasions or circumstances could trigger precise outcomes to vary materially from these anticipated, resulting from quite a few identified and unknown dangers, uncertainties and different elements, lots of that are past the management of the Firm, LBC and the Firm. 39; ensuing emitter. Accordingly, the Firm, LBC and the Ensuing Issuer can’t assure that the Qualifying Transaction can be accomplished on the phrases and inside the timeframe specified herein or by no means. The reader is cautioned to not place undue reliance on forward-looking data. This data, whereas believed to be affordable by administration on the time of preparation, could show to be incorrect and precise outcomes could differ materially from these anticipated. The forward-looking statements contained on this press launch are expressly certified by this cautionary assertion. The forward-looking statements contained on this press launch are made as of the date of this press launch and the corporate, LBC and the ensuing issuer will publicly replace or revise any of the included forward-looking statements, similar to 39; expressly requires Canadian securities laws. .