Calgary, Alberta--(Newsfile Corp. - June 13, 2024) - Sayward Capital Corp. (TSXV: SAWC. P) ("Sayward" or the "Company"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") policies, is pleased to announce it has entered into a non-binding letter of intent dated June 13, 2024 (the "LOI") with Technosteel Construction (L.L.C.) ("Technosteel"), a corporation organized under the laws of the Abu Dhabi Global Markets (ADGM) in respect of a proposed business combination that would result in the reverse take-over of Sayward by Technosteel and its shareholders to form the resulting issuer (the "Resulting Issuer") which will continue on the business of Technosteel (the "Proposed Transaction"). Sayward anticipates that the Proposed Transaction will constitute its Qualifying Transaction pursuant to Policy 2.4 - Capital Pool Companies of the Exchange ("Policy 2.4"), as such term is defined in the policies of the Exchange.
Terms of the Proposed Transaction
The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive merger, amalgamation, arrangement, share exchange agreement or other similar form of transaction agreement (the "Definitive Agreement") to be negotiated between the parties. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into.
The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are expected to be superseded by the Definitive Agreement. The Company currently has 8,000,000 issued and outstanding common shares (the "Sayward Shares"). It is anticipated that 800,000 additional Sayward Shares are reserved for issuance under stock options and will be exercised in connection with the Proposed Transaction. Additionally, 500,000 Sayward Shares are reserved for issuance under agent's warrants.
There are currently 1,000 issued and outstanding ordinary shares of Technosteel ("Technosteel Shares") issued and outstanding and there are no securities convertible into or exchangeable for, or other rights to acquire, Technosteel Shares.
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, receipt of applicable regulatory and stock exchange approvals, including the approval of the Exchange for the Proposed Transaction, completion of satisfactory due diligence and the execution of the Definitive Agreement and related transaction documents.
Concurrent Financing
In connection with the Proposed Transaction, Technosteel intends to complete a private placement of Technosteel Shares to raise gross proceeds of between USD$2,000,000 and USD$5,000,000 (the "Concurrent Financing") at a price acceptable to Technosteel (the "Offering Price"). It is contemplated that the Concurrent Financing will close prior to the closing of the Proposed Transaction. Further disclosure will be provided in due course regarding the Concurrent Financing.
Finder's Fee
In connection with the Proposed Transaction, the Company has entered into a finder's fee agreement whereby 2818390 Ontario Corp. (the "Finder") will be paid a finder's fee in the amount of USD$470,370 ("Finder's Fee") on closing of the Proposed Transaction, in connection with introducing Sayward to Technosteel. The Finder's Fee is subject to TSXV acceptance in accordance with the policies of the TSXV. Technosteel shall have the option, at its sole discretion, to pay all or part of the Finder's Fee in such number of common shares of the Resulting Issuer, which is the result of dividing all or part of the Finder's Fee by the Offering Price.
The Finder is not considered a "Non-Arm's Length Party" to the Company pursuant to the policies of the Exchange.
Operations of the Resulting Issuer
It is anticipated that the Resulting Issuer will continue the business of Technosteel under a new name that is expected to be "Technosteel Corp.", or such other name as the board of directors of the Resulting Issuer shall determine and as may be approved by the TSXV and any other relevant regulatory authorities (the "Name Change").
It is intended that the Resulting Issuer will be listed on the TSXV as a Tier 1 Industrial Issuer, subject to TSXV approval.
Proposed Directors and Officers
It is anticipated that all of the current directors and officers of Sayward will resign from their respective positions with Sayward in connection with the closing of the Proposed Transaction. It is anticipated that upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer shall consist of Dana Ahmed Abdulrahman Abdulrahman Albana, Ahmed Abdulrahman Abdulrahman Albanna, and Chittransh Verma. It is further anticipated that Mr. Shyamrup Roy Choudhury will be appointed Chief Executive Officer and Nasser Zaki will be appointed Chief Financial Officer, and Technosteel will appoint the Corporate Secretary of the Resulting Issuer in its sole discretion.
H.E. Dr. Ahmed Abdulrahman Abdulrahman Albanna said that - "We are excited about this potential opportunity to combine Technosteel's established business with Sayward's public company platform. This transaction would allow us to access the capital markets and resources necessary to further accelerate our growth plans."
The following are brief descriptions of the currently proposed directors and officers of the Resulting Issuer:
H.E. Dr. Ahmed Abdulrahman Abdulrahman Albanna is a seasoned diplomat and business strategist, boasting an illustrious career spanning over three decades in the private sector. Having held significant roles within the UAE Ministry of Foreign Affairs and International Cooperation, he has been the Ambassador of the UAE to India since 2016. Dr. Albanna's expertise lies in developing business strategies and nternational economic affairs, making him a valuable asset to organizations like Yaap and Zepth.
Chittransh Verma is the SEO at ARC Group and has led public market listings exceeding USD 1.5 Bn (IPOs, secondary offerings, equity, and debt issuances). He is a seasoned Fund manager with funds in India (SEBI AIF-1), UAE (CAT4), and BVI, showcasing regulatory expertise. He has had a diverse background and extensive experience from prestigious entities (Abussa Family Office, Bosch, Birla's) forming a global financial perspective.
Shyamrup Roy Choudhury has 14+ years of experience in infrastructure, investment management, power, construction, and real estate sectors. He has held key positions at Mumbai International Airport Limited and Adani Realty, contributing to significant developments and sales exceeding 4 billion USD. He is recognized for his expertise in infrastructure, investment management, and capital raising activities, having closed transactions worth over 1 billion USD while supporting ARC Group.
Principals or Insiders of the Resulting Issuer
If any further Principals or Insiders (as those terms are defined in TSXV policies) are proposed in connection with the Resulting Issuer, such other persons will be disclosed in the subsequent press release of the Company.
Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to Principals, which will be subject to the escrow requirements of the Exchange.
Sponsorship of the Proposed Transaction
The Company intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Proposed Transaction; however, there is no assurance that the TSXV will exempt the Company from all or part of applicable sponsorship requirements.
Trading Halt
In accordance with the policies of the TSXV, trading in the Sayward Shares has been halted and is not expected to resume trading until completion of the Proposed Transaction or until the TSXV receives the requisite documentation to resume trading.
Proposed Qualifying Transaction
As the Proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" (within the meaning of Policy 2.4 of the Exchange), the Proposed Transaction does not require approval of the shareholders of Sayward (the "Sayward Shareholders"). However, the Name Change, the Resulting Issuer director appointments, and any such other matters as may reasonably be agreed upon by Technosteel and the Company, including any consolidations, continuances or amendments to the constating documents of the Company to be held in connection with the Proposed Transaction, will require the approval of Sayward Shareholders at a special meeting of Sayward Shareholders (the "Sayward Meeting"), that is expected to be held prior to the completion of the Proposed Transaction. Further details with respect to the matters to be approved at the Sayward Meeting will be contained in the information circular prepared in connection with Sayward Meeting and available for review on Sayward's SEDAR profile at www.sedarplus.ca
Additional Information
Additional information concerning the Proposed Transaction and any connected transactions of the Company, Technosteel and the Resulting Issuer, will be provided in subsequent news releases and in the Company's management information circular or filing statement to be prepared in connection with the Proposed Transaction, to be filed in connection with the Proposed Transaction, which will be available under Sayward's SEDAR profile at www.sedarplus.ca
All information contained in this press release with respect to the Company and Technosteel was supplied by or from the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval, the completion of a Definitive Agreement and closing conditions customary to transactions of this nature. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 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. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The Proposed Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the TSXV). Accordingly, it is not anticipated that the Proposed Transaction will be subject to the approval of the Sayward Shareholders.
About Sayward
Sayward is incorporated under the Business Corporations Act (Alberta) and is a capital pool company within the meaning of the policies of the Exchange. Sayward has not commenced operations and has no assets other than cash. Sayward's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under Policy 2.4.
About Technosteel
TECHNOSTEEL CONSTRUCTION HOLDING CO LTD is the holding company of a contracting firm, registered in 2006 in Dubai, which is into construction building, civil construction with CNC system, including industrial, commercial & residential buildings, bridges, factories, petrol stations, warehouses villas, car parks & shopping malls, with ISO 9001: 2008 certification.
Further Information
Sayward Capital Corp.
Luke Caplette, Director
Email: lukecaplette@hotmail.com
Phone: 403-831-6968
Technosteel Construction (L.L.C.)
Nasser Zaki
Email: zaki@inovaco.com
Phone: +971 50 300 2038
Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Proposed Transaction, the Finder's Fee, the Sayward Meeting, the Concurrent Financing, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Proposed Transaction, the proposed structure by which the Proposed Transaction is to be completed, the ability of the Company and Technosteel to meet the conditions of the Proposed Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company and Technosteel, including expectations and assumptions concerning the Company, Technosteel, the Resulting Issuer, the Proposed Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties.
The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Neither TSXV 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 press release.
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SOURCE: Sayward Capital Corp.
