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TORONTO, March 15, 2022 (GLOBE NEWSWIRE) -- Blue Sky Energy Inc. ("BSI") (NEX:BSI) is pleased to announce that EV Technology Group Inc. ("EVT") has closed the first tranche of its concurrent subscription receipt financing (the "Financing") at a subscription price of C$1 per subscription receipt ("Subscription Receipt") for aggregate gross proceeds of C$5.4 million.
As disclosed in its January 19, 2022 press release, BSI entered into an amalgamation agreement with EVT for the purpose of completing a reverse take-over transaction by way of a three-corner amalgamation (the "Amalgamation") with EVT (the "RTO") pursuant to which (i) EVT would become a wholly-owned subsidiary of BSI, and (ii) BSI would change its name to "EV Technology Group Inc." (the "Name Change") and operate the EVT business as the resulting issuer of the RTO (the "Resulting Issuer"). The completion of the Financing represents a key milestone to closing the RTO, upon which it is expected that the common shares of the Resulting Issuer will be listed for trading on the Neo Exchange Inc. ("NEO").
BSI and EVT have both already secured the requisite shareholder approval in connection with the RTO. BSI held its annual and special meeting of shareholders on February 17, 2022 at which the BSI shareholders approved, among other things, the Name Change, the new slate of directors who shall join the board upon closing of the RTO, the consolidation of the common shares of BSI (the "BSI Shares") on an up to four to one basis and the delisting of the BSI Shares from the TSX Venture Exchange (the "TSXV"). EVT held its annual meeting of shareholders on March 1, 2022 at which the EVT shareholders approved the proposed Amalgamation. BSI and EVT will continue to complete the remaining conditions to closing the RTO and will provide a further update on the status and timing of the RTO in the next several weeks, including any additional tranches of the Financing.
"It is great to have the financing completed which shows the support we have received from investors who continue to back our vision of taking iconic brands and making them electric. This will be the first step of many as we embark on our mission to electrify iconic driving experiences across the globe," said EVT Founder and CEO, Wouter Witvoet.
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated March 15, 2022 among BSI, EVT and a subscription receipt agent. Each Subscription Receipt will be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of an EVT common share equal to 1/4.7 (or approximately 0.21276596 of an EVT common share), subject to adjustment in certain events, immediately prior to the completion of the RTO upon the satisfaction or waiver of certain conditions precedent to the RTO and certain other ancillary conditions customary for transactions of this nature (collectively, the "Release Conditions") at or before the release deadline of July 13, 2022. Each EVT common share will be automatically exchanged for 4.7 common shares of the Resulting Issuer upon completion of the RTO, such that holders of Subscription Receipts will ultimately be entitled to receive one Resulting Issuer common share for each Subscription Receipt.
On closing of the Financing, the aggregate proceeds from the Financing were delivered to and are being held by the subscription receipt agent in escrow and will be released from escrow to EVT upon satisfaction of the applicable Release Conditions prior to the release deadline. In the event that the Release Conditions are not satisfied on or before the release deadline, or prior to the release deadline, EVT announces that it does not intend to, or will be unable to, satisfy the Release Conditions, holders of the Subscription Receipts shall be entitled to receive from the subscription receipt agent an amount equal to the aggregate subscription price of the Subscription Receipts.
The net proceeds of the Financing are expected to be used by the Resulting Issuer for corporate and general working capital purposes.
In connection with its commercial introduction plans, EVT has entered into a 12- month programmatic digital advertising campaign with Native Ads Inc. ("Native Ads") for a total cost of US$250,000. This comprehensive advertising program is designed to build awareness through the following services: (a) digital advertising (b) paid distribution, (c) media buying and (d) content creation.
About EV Technology Group Inc.
EVT was founded in 2021 with the mission of electrifying iconic driving experiences. With electric vehicles ("EV") sales increasing by a forecasted 833% in the next decade, EVs are expected to transform the landscape of traditional vehicle manufacturers. Whereas some new entrants in the space are focused on competing directly with established vehicle manufacturers, EVT is focused on operating EV brands and EV assembly in niche markets that typically have higher margins and require less capital expenditure than mass market electric vehicles. A first step in realizing this strategy is EVT's partnership with MOKE International Limited ("MIL"). MIL has been the official producer of MOKE vehicles since 1964 and is launching the Moke Electric for the summer of 2022. Through Moke France SAS, an EVT subsidiary, EVT will be MIL's dealer and distribution partner in France and has placed pre-orders for the MOKE vehicles for distribution and rental in France.
About Native Ads Inc.
Native Ads is a full-service ad agency that owns and operates a proprietary ad exchange with over 80 integrated SSPs (supply-side platforms) resulting in daily access to three to seven billion North American ad impressions.
For further information please contact:
Blue Sky Energy Inc.
Kenny Choi
Chief Executive Officer
Blue Sky Energy Inc. kenny.choi@fmresources.ca 416 861 2262
EV Technology Group Inc.
Wouter Witvoet
CEO and Chairman of the Board EV Technology Group Inc. wouter@evtgroup.com
In accordance with TSXV policy, the BSI Shares are currently halted from trading and are expected to remain halted until BSI is delisted from the TSXV. Completion of the RTO is subject to a number of conditions including, but not limited to, NEO acceptance and receipt of applicable corporate approvals. There can be no assurance that the RTO will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular of BSI or the listing statement of the Resulting Issuer to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Neither the TSXV nor the NEO has in any way passed on the merits of the RTO, and neither has approved nor disapproved the contents of this press release.
The delisting of the BSI shares from the TSXV will be subject to satisfying all of the requirements of the TSXV. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
This press release includes statements containing forward-looking information that reflect the current views and/or expectations of management of BSI and EVT, respectively, with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the completion of the RTO as proposed or at all. Forward-looking information is based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which BSI and EVT respectively operate. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict and which are outside of BSI's control. In particular, there is no guarantee that conditions to the completion of the RTO will be satisfied or that the Resulting Issuer will be able to achieve its business objectives. Actual results may differ, and may differ materially from those projected in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this press release is provided as of the date of this press release, and neither BSI nor EVT undertakes any obligation to release publicly any revisions for updating any forward-looking statements made herein, except as required by applicable securities laws.
