TORONTO, ONTARIO--(Marketwired - Dec. 22, 2016) - BFK Capital Corp. ("BFK" or the
"Company") (TSX VENTURE:BFK.P), a Capital Pool Company, and The Hydropothecary Corporation
("THC") are pleased to announce that the Company and THC have entered into a definitive business combination
agreement dated December 22, 2016 (the "Agreement") whereby BFK will acquire all of the securities of THC by way
of a three-cornered amalgamation, subject to the terms and conditions of the Agreement (the
"Transaction"). For further details on terms of the Transaction, please see the Company's press release
dated November 17, 2016. The Agreement will be filed under BFK's profile on SEDAR at www.sedar.com.
Completion of THC Financing
In addition, the Company also announces that concurrent with the execution of the Agreement, THC has completed a brokered
private placement of 2,919,507 common shares in the capital of THC at a price of $4.50 per share for gross proceeds of $13.1
million (the "Financing"). Canaccord Genuity Corp. acted as the agent in respect of the Financing.
BFK Shareholder Meeting
The Company would also like to announce that it will hold its annual and special meeting on January 25, 2017 (the
"Meeting"). At the Meeting, the Company will, among other things, ask the shareholders to approve the
consolidation of its common shares on a 1.5 for 1 basis and change the name of the Company to "The Hydropothecary Corporation" or
such other name as the Company may determine. The Company will make available the Meeting materials under BFK's profile on
SEDAR at www.sedar.com in due course.
Filing Statement and Caution
Further details about the Transaction and the resulting issuer will be provided in the filing statement of BFK to be prepared
and filed in respect of the Transaction. Investors are cautioned that, except as disclosed in the filing statement, any
information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a Capital Pool Company should be considered highly speculative.
Trading in the BFK Shares
Trading in the BFK Shares will remain halted pending the review of the proposed Transaction by the TSX Venture
Exchange. There can be no assurance that trading in the BFK Shares will resume prior to the completion of the
Transaction.
Forward-Looking Information
This press release contains forward-looking information based on current expectations. Statements about the closing of the
Transaction, expected terms of the Transaction, the number of securities of BFK that may be issued in connection with the
Transaction, the ownership ratio of BFK's shareholders post-closing, and the parties' ability to satisfy closing conditions and
receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future
performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from those implied by such statements. Although such statements
are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the
Transaction does occur, it will be completed on the terms described above. BFK and THC assume no responsibility to update or
revise forward-looking information to reflect new events or circumstances unless required by law.
Cautionary Statements
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange
acceptance and if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval. Where
applicable, 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 management information circular or filing statement to be
prepared in connection with the transaction, any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered
highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.