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| 8-K - CURRENT REPORT - Environmental Packaging Technologies Holdings, Inc. | epti8k_oct302018.htm |
BLUE
BAY CAPITAL INC.
Suite
610 - 700 West Pender Street
Vancouver, B.C. V6C 1G8
Exhibit 99.1
NEWS RELEASE
Symbol: TSX-V: BLUE.P
October
29, 2018
For
Immediate Dissemination
UPDATE ON QUALIFYING TRANSACTION WITH SPECIALTY LIQUID
TRANSPORTATION
VANCOUVER, BC, Blue Bay Capital Inc. (TSX-V: BLUE.P) (“Blue Bay”
or the “Company”), is pleased to announce that the
closing of its qualifying transaction with Specialty Liquid
Transportation Corp. (“SLT”) is expected to occur on or
about October 30, 2018.
Pursuant
to the transaction Blue Bay will issue a total of 10,750,000
post-consolidated common shares and 79,250,000 Class B restricted
voting shares to acquire 100% of SLT. SLT will on closing hold 100%
of Environmental Packaging Technology, Inc., a manufacturer of
flexible liquid transportation tanks. In connection with the
closing of the qualifying transaction the Company will consolidate
its currently issued share capital on a 2 existing shares for each
one new share basis. In addition the Company will on closing change
its name to Specialty Liquid Transportation Corp. and in connection
with the name change has reserved the trading symbol
“SLT.V”.
Additional
information on the transaction can be found in the Blue Bay Filing
Statement dated August 28, 2018 available at www.sedar.com, and in
the news release of Blue Bay dated August 29, 2018.
Blue
Bay anticipates that it will, on closing of the qualifying
transaction, issue the following securities pursuant to completed
and pending financing transactions (all dollar amounts in
CAD):
●
3,017,500 shares of
the Company on conversion of convertible debentures issued by SLT
pursuant to a financing for proceeds of $1,207,000. The holders of
the convertible debentures will also hold share purchase warrants
entitling them to acquire on exercise up to 3,107,500 shares of the
Company. Half of the warrants can be exercised to acquire an
additional share at a price of $0.55 for a period of two years from
closing, and the remaining half can be exercised to acquire an
additional share at a price of $0.45 for a period of 18 months from
closing;
●
2,750,000 shares of
the Company pursuant to the conversion of convertible debentures
issued by SLT pursuant to a financing for proceeds of $1,100,000.
The holders of the convertible debentures also received warrants
entitling them to acquire on exercise up to 1,875,000 shares of the
Company at a price of $0.55 for a period of two years from closing;
and
●
5,791,375 units of
the Company pursuant to a brokered private placement of units of
the Company and its subsidiary (the “Offering”) for
gross proceeds of $2,316,550, based on current subscriptions
received, but subject to closing of the financing. Each unit will
consist of one post-consolidated share and half of one share
purchase warrant. Each whole warrant can be exercised to acquire an
additional share at a price of $0.55 for a period of two years from
closing. In connection with the private placement the Company will
pay commissions of 7% in cash and 7% in broker warrants (3.5% cash
and 3.5% broker warrants in respect of investors on the
president’s list) to a syndicate of agents led by PI
Financial.
The
above financing transactions would on closing represent aggregate
gross proceeds of $4,623,550 raised in connection with the
qualifying transaction. The twelve month allocation of available
funds on closing of the qualifying transaction is currently
estimated to be as follows (actual use of funds may
vary):
●
Expansion of the
existing manufacturing facility ($500,000)
●
Reduction of
payables and debt ($1,500,000)
●
Balance of
transaction Costs ($250,000)
●
General and
Administrative Costs ($1,400,000)
●
Unallocated funds
($566,550)
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BLUE
BAY CAPITAL INC.
Suite
610 - 700 West Pender Street
Vancouver, B.C. V6C 1G8
SLT has
also reached agreements to exchange $2,425,000 of term notes held
by noteholders of Environmental Packaging Technology, Inc.
(“EPT”) into
convertible debentures. The convertible debentures will on closing
of the qualifying transaction entitle the noteholders to convert
their debt into up to 6,062,500 shares of the Company (assuming the
conversion of all such convertible debentures) at the rate of $0.40
per share. The convertible debentures become due on November 30,
2019 if not converted prior, and will bear interest at the rate of
10% per annum.
About Specialty Liquid Transportation Corp.
SLT
holds an agreement to acquire 100% EPT, a Delaware company, through
a share exchange to be completed concurrently with the closing of
the Transaction. EPT delivers high quality and safe bulk packing
solutions for transport of non‐hazardous liquid in the
Flexitank logistics industry. EPT’s patented Big Red
Flexitank and patent pending LiquirideTM
Flexitank enables customers to significantly reduce shipping costs,
increase efficiency and minimize environmental impact as all EPT
Flexitanks are recyclable. The LiquirideTM Flexitank is the
only known product that can guarantee temperature control with use
in refrigerated containers. The Company will provide additional
information on the business of EPT by subsequent press releases to
be issued in the near future.
Trading Halt
In
accordance with Exchange policies, Blue Bay shares are currently
halted from trading and may remain halted until completion of the
Transaction.
Conditions to Closing the Transaction
Closing
the Transaction is conditional upon, among other things, receipt of
all required regulatory, corporate, and third party approvals,
including Exchange approval, the negotiation and execution of the
Definitive Agreement, completion of the acquisition of EPT by SLT,
and concurrent completion of the Offering.
In addition to other prospectus exemptions commonly relied on in
private placements, the Offering was made available to certain
subscribers in British Columbia, Alberta, Saskatchewan and certain
other Canadian jurisdictions where permitted by regulation, that
have obtained advice regarding the suitability of the investment
from a registered investment dealer. In accordance with the
requirements of the applicable provincial regulations for the
investment dealer exemption, the Company confirms that as at the
date of this news release there is no material fact or material
change related to the Company that has not been generally
disclosed.
-2-
BLUE
BAY CAPITAL INC.
Suite
610 - 700 West Pender Street
Vancouver, B.C. V6C 1G8
For
further information, please contact:
Rana Vig, CEO
Telephone:
604-218-4766
Completion of the Transaction and the Offering is subject to a
number of conditions, including but not limited to, Exchange
acceptance. There can be no assurance that the Transaction and the
Offering 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 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.
Neither the 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. The information in this news release
includes certain information and statements about
management’s view of future events, expectations, plans and
prospects that constitute forward looking statements. These
statements are based upon assumptions that are subject to
significant risks and uncertainties. Forward looking statements in
this news release include, but are not limited to, the closing of
the Transaction and the anticipated benefits of the Transactions.
Because of these risks and uncertainties and as a result of a
variety of factors, including with respect to the closing of the
Transaction, the closing of the Offering, the timing and receipt of
all applicable regulatory, corporate and third party approvals, the
anticipated benefits from the Transaction and the satisfaction of
other conditions to closing the Transaction, the actual results,
expectations, achievements or performance may differ materially
from those anticipated and indicated by these forward looking
statements. Although the Company believes that the expectations
reflected in forward looking statements are reasonable, it can give
no assurances that the expectations of any forward looking
statement will prove to be correct. Except as required by law, the
Company disclaims any intention and assumes no obligation to update
or revise any forward looking statements to reflect actual results,
whether as a result of new information, future events, changes in
assumptions, changes in factors affecting such forward looking
statements
or otherwise.
The securities of the Company have not been and will not be
registered under the United States Securities Act of 1933, as
amended and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirement. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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