Proposed Business Combination with Field Safe Solutions Inc. Calgary, Alberta--(Newsfile Corp. - July 28, 2021) - Sayward Capital Corp. (TSXV: SAWC.P) ("Sayward") is pleased to announce details concerning a proposed arm's-length business combination (the "Transaction") with Field Safe Solutions Inc. ("Field Safe"), a corporation formed under the laws of Alberta.
Overview of Sayward
Sayward is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and it is intended that the Transaction will constitute the "Qualifying Transaction" of Sayward, as such term is defined in Exchange Policy 2.4 - Capital Pool Companies. The common shares of Sayward (the "Sayward Common Shares") are currently listed on the Exchange and Sayward is a reporting issuer in the provinces of British Columbia, Alberta, Manitoba and Ontario. Sayward was incorporated under the Business Corporations Act (Alberta) (the "ABCA") on November 17, 2020.
Overview of Field Safe
Field Safe is a privately-held corporation existing under the ABCA, incorporated on March 20, 2014. Field Safe is a Canadian software as a service company located in Calgary, Alberta that provides an easy-to-use worker safety app that connects workers, improves safety, optimizes operations and lowers costs. Field Safe has experienced rapid growth which was illustrated through a 229% year over year revenue increase during 2020. Field Safe is a leader in the digital safety space and has 10 Fortune 1000 Companies that currently use their digital safety platform, including one of Canada's largest LNG projects.
Summary of the Proposed Transaction
Sayward has entered into a non-binding letter of intent with Field Safe dated July 27, 2021 (the "LOI") pursuant to which Sayward and Field Safe intend to complete the Transaction, and whereby Sayward as it exists upon completion of the Transaction (the "Resulting Issuer") will continue the business of Field Safe.
It is currently anticipated that the Transaction will occur as a merger, amalgamation or share exchange, the final structure of the Transaction being subject to receipt of tax, corporate and securities law advice for both Sayward and Field Safe. The LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties.
In connection with the proposed Transaction, it is currently contemplated that: (i) every issued and outstanding Class A Common share in the capital of Field Safe (the "Field Safe Common Shares") will be exchanged for a number of common shares in the capital of the Resulting Issuer (the "Resulting Issuer Common Shares") at a deemed price equal to the Offering Price (as defined below) per Resulting Issuer Common Share; (ii) every issued and outstanding Sayward Common Share will be exchanged for a number of Resulting Issuer Common Shares with reference to the Offering Price; and (iii) any outstanding stock options and agent's warrants of Sayward and Field Safe will be exchanged for stock options and warrants of the Resulting Issuer. It is currently anticipated that all stock options of Sayward will be exercised prior to closing of the Transaction.
Sayward shareholder approval is not required with respect to the Transaction under the rules of the Exchange because the Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the policies of the Exchange. However, the structure of the Transaction is being finalized and, based on the final structure as reflected in the Definitive Agreement, shareholder approval may be required under applicable law. Trading in the Sayward Common Shares has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.
It is expected that upon completion of the Transaction, the Resulting Issuer, to be renamed "Field Safe Solutions", will be listed as a Tier 2 Technology Issuer on the Exchange.
A more comprehensive news release will be issued by Sayward in due course disclosing details of the Transaction, including financial information respecting Field Safe, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, the issued and outstanding securities of each of Sayward and Field Safe, the terms of the exchange of securities of Sayward and Field Safe, the applicable security exchange ratios, the details of any meetings of the shareholders of Sayward and Field Safe, required to approve the Transaction and matters related thereto (as applicable), and information respecting sponsorship, once a Definitive Agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.
Summary of the Proposed Private Placement
Pursuant to the LOI, prior to or concurrent with the closing of the Transaction, Field Safe will complete a brokered private placement (the "Private Placement") of subscription receipts of Field Safe (the "Subscription Receipts") at a price and aggregate gross proceeds to be determined in the context of the market (the "Offering Price"). Each Subscription Receipt will be automatically exchanged immediately prior to the completion of the Transaction for one Field Safe Common Share, which will be exchanged for Resulting Issuer Common Shares on the same basis as the existing Field Safe Common Shares, as noted above. In connection with the Private Placement, a syndicate of agents will be paid fees and a cash commission for their services commensurate with industry norms.