Vancouver, British Columbia, Canada – TheNewswire – May 21, 2021. Blackheath Resources Inc. (TSXV: BHR) (“Blackheath“) Announced today that it has received conditional approval from the TSX Venture Exchange (the”Exchange“) In respect of its previously announced transaction (the”Transaction“) With Wolverine Energy and Infrastructure Inc. (“Wolverine), Under which Blackheath will acquire certain clean energy assets, renewable natural gas development projects and solids recycling facilities from Wolverine. The transaction will constitute a reverse takeover of Blackheath under the policies of the Exchange and is expected to close on or around May 27, 2021, subject to the satisfaction or waiver of certain conditions precedent set out in the merger agreement. and arrangement, dated February. 16, 2021, relating to the operation.
In addition, Blackheath wishes to remind the shareholders of Blackheath (the “Shareholders“) Of the consolidation announced previously (the”Consolidation“) Common shares of Blackheath (the”Blackheath Actions“) And the renaming of Blackheath (the”Name change“) To” Green Impact Partners Inc. “(the”Resulting emitter”).
The consolidation and the name change are expected to take effect immediately prior to the completion of the transaction.
Trading of the ordinary shares of the resulting issuer (the “Resulting emitter Actions”) Is conditional on the completion of the transaction. A letter of transmittal concerning the consolidation (the “Letter of transmittal”) Has already been mailed to Shareholders. Additional copies of the Letter of Transmittal can be obtained from Odyssey Trust Company (Phone: (587) 885-0960 / Email: [email protected]) and are available on Blackheath’s profile at www.sedar.com dated April 30, 2021 and noted “Other documents for securityholders – English”.
In order to trade the resulting Issuer Shares to which a Shareholder is entitled, the Shareholder must first complete and deliver the Letter of Transmittal in accordance with the instructions set forth therein.
The resulting issuer shares are expected to be listed and displayed for trading on the Exchange’s facilities under the symbol “GIP”. The CUSIP number of the resulting issuer’s shares will be 39306L102 and the new ISIN number will be CA39306L1022.
The consolidation and the name change have been approved by Blackheath’s board of directors. In accordance with Exchange policies, the consolidation has been approved by a majority of shareholders by written consent resolution.
Trading in Blackheath shares has been halted in accordance with Exchange policies and is expected to remain so until the trade is completed, when the resulting issuer shares will be listed and posted for trading on the Exchange.
Blackheath currently has no ongoing activities and was previously operated as a junior mining exploration company. Blackheath is listed on the Stock Exchange under the symbol “BHR”. Blackheath was incorporated under the laws of British Columbia in May 2011 and was engaged in the exploration and development of mineral properties in northern Portugal, primarily for tungsten and tin. Blackheath currently owns a royalty in the Borralha tungsten project, which is the subject of an option agreement with another company.
This press release contains forward-looking statements and / or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. When used in this release, words such as “would”, “will”, “anticipate”, believe “,” explore “and similar expressions, with respect to Blackheath or the resulting issuer, are intended to identify these forward-looking statements. These forward-looking statements reflect Blackheath’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of Blackheath or the resulting issuer to differ materially from the expected future results, performance or achievements that could be expressed or implied by such forward-looking statements. In particular, this press release contains or implies forward-looking statements concerning: the completion and the steps required in connection with the consolidation, the name change and the transaction.
These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to: the impact of general economic conditions in Canada and the United States, including the current COVID-19 pandemic; industry conditions, including changes in laws and regulations, including the adoption of new environmental laws and regulations, and changes in their interpretation and application, in Canada and the United States; obtain the required approvals from regulatory authorities in Canada and the United States; and other factors, many of which are beyond the control of Blackheath and the resulting issuer. These forward-looking statements reflect important factors, expectations and assumptions. The forward-looking statements included in this press release should not be interpreted as guarantees of future performance or results. Such statements involve risks, uncertainties and other known and unknown factors which could cause actual results, performance or achievements to differ materially from those implied by such forward-looking statements. Although the forward-looking statements contained in this document are based on what the management of Blackheath believes to be reasonable, Blackheath cannot assure investors that actual results will be consistent with these forward-looking statements.
The forward-looking statements contained in this press release are made as of the date of this press release, and except to the extent expressly required by law, Blackheath disclaims any intention, obligation or commitment to publicly release any updates or revisions to any material. prospective. statements contained herein, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The titles have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) Or any state securities law and may not be offered or sold in the United States except in connection with certain transactions exempt from the registration requirements of the US Securities Act and state securities laws applicable.
The completion of the transaction is subject to a number of conditions. If necessary, the transaction cannot be closed until the required shareholder approval has been obtained. There can be no assurance that the transaction will be completed as proposed or not at all.
Investors are cautioned that, unless otherwise specified in the statement of deposit prepared in connection with the transaction, any information published or received relating to the transaction may not be accurate or complete and should not be relied upon. Trading in Blackheath securities should be viewed as highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
DO NOT DISTRIBUTE TO US NEWS WIRE SERVICES OR
FOR DISTRIBUTION IN THE UNITED STATES