Proposed Qualifying Transaction with Heliene Inc Ottawa, Ontario--(Newsfile Corp. - October 5, 2021) - Buzz Capital 2 Inc. (TSXV: BUZH.P.) (the "Company" or "Buzz 2"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a letter of intent dated October 1, 2021 (the "LOI") with Heliene Inc. ("Heliene") to complete a going-public transaction (the "Proposed Transaction").
The Proposed Transaction may be structured as a three-cornered amalgamation, share exchange, plan of arrangement or other similarly structured transaction as may be agreed upon by the parties, and effectively a reverse takeover transaction whereby Heliene will ultimately be acquired by the Company in accordance with the rules and policies of the Exchange. The Company intends that the Proposed Transaction will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange).
For convenience, Buzz 2, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer".
About Heliene Inc.
Heliene Inc., an Ontario private company based in Sault Ste. Marie, is one of North America's fastest-growing domestic module manufacturers serving the utility-scale, commercial, and residential markets. With an in-house logistics team and remarkably responsive support staff, Heliene delivers competitively priced, high performance solar modules precisely when and where customers need them to accelerate North America's clean energy transition. Founded in 2010, Heliene consistently ranks as a Bloomberg New Energy Finance Tier 1 module manufacturer and has production facilities located in Canada, Minnesota and Florida.
Further information on Heliene may be found on its website at: https://heliene.com/
Summary of the Proposed Transaction
Pursuant to the Proposed Transaction it is intended that: (i) the outstanding Buzz Shares will be consolidated on the basis of one post-consolidation Buzz Share for each 5.8714 pre-consolidation Buzz Shares (the "Consolidation"); and (ii) the holders of shares in the capital of Heliene (each, an "Heliene Share") (including those investors in the Concurrent Financing (as defined below)) will receive shares in the capital of the Resulting Issuer in exchange for each outstanding Heliene Share on a ratio (the "Exchange Ratio") to be determined based on the price per subscription receipt under the Concurrent Financing. The outstanding options of Buzz 2 will be adjusted accordingly to reflect the Consolidation. For purposes of the Proposed Transaction, the deemed value of each outstanding common share of Buzz 2 (each, a "Buzz Share") will be $0.17 (on a pre-consolidation basis).
Following completion of the Proposed Transaction, the securityholders of Heliene (including those investors under the Concurrent Financing) will hold a significant majority of the outstanding common shares of the Resulting Issuer.
Under the LOI, the parties will proceed to completion of the Proposed Transaction subject to a number of conditions including, but not limited to: (i) completion of satisfactory due diligence; (ii) execution of a formal binding agreement (the "Definitive Agreement") on or before November 15, 2021; (iii) receipt of any required regulatory approvals; (iv) acceptance of the Proposed Transaction as Buzz 2's Qualifying Transaction by the Exchange and approval for the listing of the common shares of the Resulting Issuer; (v) completion of the Concurrent Financing; and (vi) the approval of various matters related to the Proposed Transaction by the requisite majority of Buzz 2 shareholders, including a corporate name change, the appointment of a new slate of directors nominated by Heliene, subject to the completion of the Proposed Transaction, and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained.
Other than pursuant to the Concurrent Financing, there are no finder's fees payable in connection with the Proposed Transaction.
A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will be issued following execution of the Definitive Agreement.
Concurrent Financing
In connection with the Proposed Transaction, Heliene plans to complete a "commercially reasonable efforts" brokered private placement (the "Concurrent Financing") of subscription receipts of Heliene (the "Subscription Receipts"). Heliene has engaged Stifel GMP, Roth Canada, ULC and Echelon Wealth Partners Inc. as joint book runners and co-lead agents in respect of the Concurrent Financing. It is contemplated that each Subscription Receipt will be ultimately exchangeable for one free trading common share in the capital of the Resulting Issuer and one common share purchase warrant of the Resulting Issuer upon completion of the Proposed Transaction.
Further Information
Further details about the Proposed Transaction and the Resulting Issuer will be provided in a disclosure document prepared and filed by Buzz 2 in respect of the Proposed Transaction.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.
About Buzz Capital 2 Inc.
Buzz 2 is a capital pool company governed by the policies of the Exchange. The principal business of Buzz 2 is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
https://www.newsfilecorp.com/release/98676