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VANCOUVER, BC, Dec. 5, 2022 /CNW/ - BGP Acquisition Corp. (NEO: BGP.U) (NEO: BGP.WT.U) (OTCQX: BGPPF) (OTCQX: BGPAF) (the "Corporation" or "BGP") announced today that it is seeking an extension of its permitted timeline from December 31, 2022 to February 28, 2023, to enable BGP to close its business combination with Craft 1861 Global, Inc. (the "Business Combination").
A virtual meeting of the holders of Class A Restricted Voting Shares of the Corporation to consider the approval of the extension is scheduled for December 22, 2022 at 10:00 a.m. (Toronto time). In connection with the meeting, holders of Class A Restricted Voting Shares are being provided with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders vote for or against, or do not vote on, the extension resolution, provided that they deposit (and do not validly withdraw) their Class A Restricted Voting Shares for redemption prior to 5:00 p.m. (Toronto time) on December 19, 2022.
If the extension resolution is approved and the extension is made effective by the Board BGP will (a) redeem those Class A Restricted Voting Shares that are deposited (and not validly withdrawn) for redemption, and (b) deliver to each such holder its pro rata portion of the escrow funds available in BGP's escrow account less certain specified costs. BGP estimates that the redemption amount will be approximately US$10.04 per Class A Restricted Voting Share. The remainder of the escrow funds shall remain in the escrow account and be available for use by BGP to complete its proposed qualifying transaction on or before February 28, 2023.
Holders of Class A Restricted Voting Shares who do not redeem their Class A Restricted Voting Shares in connection with the extension will retain their redemption rights and have a further opportunity to redeem if the Corporation consummates a qualifying transaction prior to February 28, 2023.
The Board will also be seeking the written consent for the Extension Resolution from Shareholders in advance of the Meeting, in accordance with BGP's articles, the Business Corporations Act (British Columbia), and section 10.09(2) of the Neo Listing Manual (as defined below). In the event that the Board obtains the written consent of Shareholders holding the requisite number of Class A Restricted Voting Shares, being a special majority, the Meeting will be cancelled, but the redemption event noted herein will still occur.
The record date for the determination of registered holders of Class A Restricted Voting Shares of BGP entitled to receive notice of, and to vote at, the meeting was the close of business on November 17, 2022 (the "Record Date"). Only holders of Class A Restricted Voting Shares whose names are entered in BGP's register of shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote their shares at, the meeting. Registered holders of Class A Restricted Voting Shares of BGP and duly appointed proxyholders will be able to virtually attend the meeting online at https://us02web.zoom.us/j/84182880715?pwd=UWpUU2lmM2E3RzAyN0lSTW1YMjdIZz09. Beneficial holders of Class A Restricted Voting Shares of BGP (being shareholders who hold their shares through a securities dealer or broker, bank, trust company or trustee, custodian, nominee or other intermediary), who have not duly appointed themselves as their proxy and registered with BGP's transfer agent, will be able to virtually attend the meeting only as guests and to listen to the webcast but not be able to participate at the meeting.
The management information circular (the "Circular") being sent to shareholders in connection with the meeting contains a detailed description of the extension and other information relating to BGP. We urge you to consider carefully all of the information in the Circular. Shareholders who have any questions or need additional information with respect to the voting of their Class A Restricted Voting Shares should consult their financial, legal, tax or other professional advisors.
About BGP Acquisition Corp.
BGP Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time.
The NEO Exchange does not accept responsibility for the adequacy or accuracy of this press release.
About Craft 1861 Global, Inc.
Craft Global is a minority led, U.S.-based health and wellness company within the cannabinoid space focusing on scientific research and development, technology, cultivation, product development, advanced manufacturing, distribution, wholesale, and brand development. Craft Global operates within the non-psychoactive, hemp-derived CBD space with consumer-packaged goods containing zero THC. 1861 Market is also a vertically integrated cannabis company with cultivation, production and dispensary operations in the state of New Mexico, and expects to expand its THC operations into other legal jurisdictions through the sale of its proprietary branded THC products. Craft Global aims to capitalize on what management believes is a once-in-a-generation opportunity to create a global household name by consolidating global demand for cannabis (including both CBD and THC products) and making it a mainstream component of health and wellness lifestyles, focused on cannabis-based performance and recovery products and services.
Forward Looking Statements
This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events, including the proposed Business Combination. The words "expect", "aim", "believe", and similar expressions or words suggesting future outcomes are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Specific forward-looking information contained in this press release includes, but is not limited to statements concerning the completion of, and matters relating to, the Business Combination, including information in respect of the redemption of the Class A Restricted Voting Shares.
Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management, management's historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. Forward–looking information is based on a number of assumptions, opinions, and estimates and is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to the factors discussed under "Risk Factors" in the Final Prospectus.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Accordingly, undue reliance should not be placed on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Corporation's expectations as of the date of this news release, and are subject to change after such date. The Corporation does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE BGP Acquisition Corp.
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