CALGARY, Alberta, Oct. 26, 2021 (GLOBE NEWSWIRE) -- Bluewater Acquisition Corp. (the “Company”) (TSXV:BAQ.P) announces that on October 25, 2021, it entered into a share exchange agreement (the “Share Exchange Agreement”) with VM Agritech Limited (“VMA”) and its shareholders, with respect to the acquisition (the “Acquisition”) by the Company of all the issued and outstanding share capital of VMA.
The Company and VMA are at arm’s length, and the Acquisition will constitute the “Qualifying Transaction” of the Company in accordance with the policies of the TSX Venture Exchange (the “Exchange”). Assuming completion of the Acquisition, VMA will become a wholly owned subsidiary of the Company and it is anticipated that the Company will be listed on the Exchange as a “Tier 2 Issuer” in its Technology industry segment.
About VMA
VMA has developed and patented a solubilised copper zinc phosphite complex that appears to kill pathogenic fungi in plants directly while also potentially triggering a plant’s immune system to defend itself against further fungal attack. In 2016 and 2017, VMA, in collaboration with the research team at Exeter University, was granted two Industrial Partnership awards with the Research Council BBSRC in the United Kingdom worth over £1.19 million (approximately CAD$2.06 million), the results of which were delivered in 2019 and 2020. VMA is currently engaged with Cornell University to further research and develop its technology in the next two years with the end goal of commercialization applicable to the entire plant-based agricultural industry.
As of June 30, 2021, VMA has spent £1,028,221 (approximately C$1,758,258) primarily on research and development and patent costs. VMA has accounted £204,816 (approximately C$350,235) in net losses from April 1, 2021 to June 30, 2021. As at June 30, 2021, VMA had net assets of £165,435 (approximately C$282,893), and total current liabilities of £255,350 (approximately C$436,648). These numbers are taken from VMA’s unaudited interim financial statements of June 30, 2021, which were prepared in accordance with International Financial Reporting Standards. VMA’s total spend to date on research and development and patent costs is £2.22 million (approximately C$3.8 million).
VMA was incorporated under the laws of England and Wales as a private limited company on May 27, 2014 and has 4,508 ordinary shares (“VMA Shares”) issued and outstanding. Chris Wightman (and family), Founder and Executive Chairman of VMA, and Stephen Chandler, an investor in VMA, control 1,260 (28.0%) and 1,123 (24.9%) of the outstanding VMA Shares, respectively.
Further financial information relating to VMA will be released in accordance with the requirements of the Exchange when available.
Terms of the Acquisition
Under the terms of the Acquisition, shareholders of VMA will be issued 90,160,000 common shares of the Company (the “Consideration Shares”), at a deemed price of $0.25 per Consideration Share, in exchange for VMA Shares, on a 20,000 for 1 basis and, subject to Exchange acceptance, the Company will issue signing bonuses of 4,400,000 common shares, in aggregate, at a deemed price of $0.25 per common share, pursuant to employment arrangements with Antonios Backos, Peter Karos, and Michael Sapountzoglou (the “Employment Arrangements”). This will result in the issuance of 90,160,000 Consideration Shares based on the capital structure of VMA on closing. Certain of the Consideration Shares will be subject to escrow pursuant to the policies of the Exchange.
As a condition to completing the Acquisition, VMA intends to complete a non-brokered private placement financing (the “Financing”) to raise a minimum of US$4,500,000 and a maximum of US$6,500,000 through the issuance of a minimum of 18,000,000 subscription receipts and a maximum of 26,000,000 subscription receipts at US$0.25 per subscription receipt. The pricing of the Financing was determined in the context of the market. The proceeds of the Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, completing the Employment Arrangement and completing the Acquisition. Upon satisfaction of the escrow conditions, each subscription receipt will automatically convert into one common share of the Company for no additional consideration. If the Acquisition is not completed on or before November 30, 2021, VMA will return the Financing proceeds to the subscribers. Finder’s fees may be payable to arm’s length parties who introduce VMA to subscribers, in accordance with the policies of the Exchange.
Upon closing of the Acquisition and Financing, the Company will have at least 120,276,500 common shares issued and outstanding. Following completion of the Acquisition, it is anticipated that the shareholders of VMA will own a significant majority (approximately 75% in the event of the minimum Financing, and approximately 70.3% in the event of the maximum Financing) of the outstanding common shares of the Company. It is also anticipated that the Company will change its name shortly after the completion of the Acquisition.
Board of Directors and Management Changes
On completion of the Acquisition, the Company’s board of directors will be reconstituted to consist of six directors, comprised of one director designated by VMA (being Christopher Wightman) and five directors designated by the Company (being Michael Sapountzoglou, Eric McFadden, Fotis Giannakoulis, Antonios Backos, and Peter Karos). In addition, Mr. Sapountzoglou and Glenn Warkentin will remain Chief Executive Officer and Corporate Secretary, respectively, of the Company and Brad Giblin will be appointed as Chief Financial Officer of the Company.
Chris Wightman, Director
Mr. Wightman was an investment banker with Goldman Sachs (Head of Risk, Europe), Bankers Trust (Equity Derivatives), NatWest Markets (Founder, CEO NatWest Financial Products) and BankAmerica (NationsBank Head of Global Equities). Subsequent to his Investment Banking career, Mr. Wightman became a serial entrepreneur focused on broad technology themes. Amongst other ongoing businesses, in 1997 he founded what became PuriCore, Inc. (“PuriCore”), a business developing the chemistry behind the mammalian immune system (HOCl). As Executive Chairman, he listed it on the full list of the London Stock Exchange in 2006. Work there included a successful UK grant programme investigation of the application for HOCl in agriculture, and the filing of a number of patents reflecting the novel formulations discovered. The team who led the studies (then) at Oxford University, now at Exeter University, requested that Mr. Wightman consider the potential for a Copper/Zinc/Phosphite chemistry in 2014. The result is VMA.
Michael Sapountzoglou, Director and Chief Executive Officer
Mr. Sapountzoglou’s career has primarily been in capital markets and private equity. He is currently co-founder and CEO of the Company. Mr. Sapountzoglou began his career with a private family office in Monaco running proprietary trading and asset management. In 1994, he moved to London and helped establish the family office of the Angelopoulos Group, leading M&A transactions within its core investments in shipping, off-shore drilling, and private equity until his departure in 2015. He established Angelopoulos Group’s joint venture with Odfjell Drilling Ltd. and led a series of bond transactions trading on the Oslo Stock Exchange, raising over $1.6 billion for the off-shore projects. For the Angelopoulos Group’s shipping arm, Metrostar Management Corp., he led capital markets strategy and business development. He directed the Angelopoulos Group’s initial seed investment in PuriCore, focused on developing its HOCl, where he was also a founding Director from 1999-2013. He assisted in taking PuriCore public on the Main List of the London Stock Exchange and chaired its Remuneration and Nomination committees.
Mr. Sapountzoglou is also on the board and chairs the audit committee of ICI REIC, a real estate investment trust trading on the Athens Stock Exchange. Mr. Sapountzoglou is based in Monaco and Athens, is a Canadian citizen and holds an Honours BA in Economics and International Finance from Wilfrid Laurier University in Canada.
Eric McFadden, Director
Mr. McFadden has broad management and financial experience and expertise across a number of industries including oil & gas, power, energy and industrial products distribution, specialty chemicals and energy marketing. Previously, he was Vice President, Capital Markets and Business Development at Eagle Energy Inc., an oil and gas company. Prior to that position, he was Executive Vice President, Business Development at Superior Plus Corp., a conglomerate with holdings in energy distribution, specialty chemicals and industrial products distribution. Before that, he was CEO of several affiliated companies which developed, constructed and operated three wind power projects totalling 147 MW of capacity. Mr. McFadden also spent 14 years in investment banking at a major Canadian bank where his last position was Managing Director and Co-head of Investment Banking in Calgary. His financial expertise and experience includes equity IPOs, project debt finance, derivatives, mergers and acquisitions and tax-driven structures.
Fotis Giannakoulis, Director
Mr. Giannakoulis has over 18 years of experience in capital markets, equity research, investment banking and ship financing. Between 2010 and 2019, he was the Lead Maritime Analyst at Morgan Stanley covering shipping, offshore, LNG, and energy infrastructure. In that capacity, he was the top-ranked shipping analyst by Reuters Starmine and Institutional Investors and played a critical role during his tenure in building Morgan Stanley’s dominant position as the highest-ranked underwriter in the maritime sector. Prior to Morgan Stanley, Mr. Giannakoulis was an investment banker and credit analyst at Fortis Bank (sold to ABN AMRO & BNP Paribas) and Poten Capital Services. He has worked on debt and equity financing assignments, advising institutional investors and assisting companies raise in excess of $40 billion.
Mr. Giannakoulis holds a Bachelors degree in Economics from University of Piraeus and he earned his MBA with high honors from Loyola University Chicago, where he was the Walter F. Mullady scholar.
Antonios Backos, Director
Mr. Backos has over 24 years of legal and strategic advisory experience with a particular emphasis on structuring and completing transformative corporate transactions and fundraisings. Since 2012, he has served as the Founder and Executive Director of AB Management LLC, a private consulting firm providing legal and business advisory services to international ultra-high net worth families and their affiliated companies in various industries, including the shipping, energy and natural resources sectors. He has also assisted numerous startups located in the U.S. and Europe in connection with their formation and successful growth and fundraising efforts. Mr. Backos led the formation, initial public offering and listing on the Nasdaq stock exchange of a tanker company and served as its Senior Vice President for Corporate Development, General Counsel and Secretary from its inception in 2015 until 2018. Mr. Backos was a partner focusing on capital markets, private equity, mergers & acquisitions and other corporate cross-border transactions at the international law firms of Orrick Herrington & Sutcliffe LLP, Watson, Farley & Williams LLP, and Healy & Baillie LLP. He commenced his corporate legal career in 1997 and also worked at the New York and London offices of international law firm Weil, Gotshal & Manges LLP.
Mr. Backos has a B.S. (Wharton) and a B.A. from the University of Pennsylvania and graduate degrees from the London School of Economics (M.Sc.) and the University of Michigan Law School (J.D.).
Brad Giblin, Chief Financial Officer
Mr. Giblin has 20 years of experience in finance and accounting. He started his career at PWC and has since spent 15 years in executive leadership positions. He has been the chief financial officer of several Canadian and international companies in various sectors including oil and gas and alternative energy. He has significant experience in equity and debt financings along with acquisitions and divestitures.
Mr. Giblin holds Chartered Professional Accountant (CPA CA), Chartered Financial Analyst (CFA) designations and a Bachelor of Commerce degree from the University of Saskatchewan.
Glenn Warkentin, Corporate Secretary
Mr. Warkentin is Counsel at Lindsey MacCarthy LLP, a Canadian law firm. For over 25 years he has worked with public issuers, closely held corporations, limited partnerships and trusts providing advice and direction regarding corporate structure, corporate reorganizations, regulatory compliance and capital raising. Mr. Warkentin is Corporate Secretary of Qwest Investment Management Corp. He received his Bachelor of Laws degree from the University of Alberta and was called to the Bar in 1990. He also received a Bachelor of Arts in Business Administration from Western Washington University.
Peter Karos, Director
Mr. Karos was a director and the Chief Executive Officer of the Company from March 2018 to February 2020. Mr. Karos currently is an independent investor and consultant in the shipping and commodity industry advising boutique investment banks and private equity firms in addition to working with corporates on a consulting basis. From 2006 to 2013, he worked at hedge fund Polar Asset Management Partners in Toronto for the US Equity Long/Short team where he was responsible for the trading activities of the fund as well as investments in shipping, amongst other analytical and trading responsibilities. From 1997 to 2005, he managed the trading desk at Arbor Capital Management, LLC, a small cap growth equity pension manager, in Minneapolis in addition to other analytical and operational responsibilities. Mr. Karos began his career in 1995 at Investment Advisers, Inc. in Minneapolis as an analyst for the Small Cap Growth Fund. He holds a Bachelor’s Degree in History from Colby College.
Svetlana Panicheva, Chief Chemist
Ms. Panicheva is currently the Chief Scientist of VMA. Ms. Panicheva has significant experience in research and development with a demonstrated history of accomplishments in the biotech industry. In addition to her role with VMA, Ms. Panicheva is currently a technical consultant to Vapani LLC, a private electrochemical system design and development company. Ms. Panicheva has also served as Director of R&D for Realm Therapeutics, Inc., and Associate Director of R&D for PuriCore, both of which are biopharmaceutical companies focused on HOCl. Ms. Panicheva holds an MBA degree from University of Missouri-Saint Louis and a Doctor of Philosophy – PhD, Biotechnology, Medical Devices and Systems from the Russian Academy of Medical Technical Sciences, Moscow, Russia.
Closing of the Acquisition
Closing of the Acquisition is subject to a number of conditions including the satisfactory completion of due diligence, the completion of the Employment Arrangement, the completion of the Financing, receipt of all required shareholder, regulatory and third-party consents, including Exchange approval, and satisfaction of other customary closing conditions. The Acquisition and Financing cannot close until the required approvals are obtained. Except in connection with the Financing, no finders’ fees or commissions are payable in connection with completion of the Acquisition.
Shareholder Approval
Approval of the shareholders of the Company will not be required in connection with the Acquisition, in accordance with Exchange Policy 2.4, as the Acquisition is not a Non-Arm's Length Qualifying Transaction or related party transaction and no other circumstances exist which may compromise the independence of the Company or other interested parties. The Company is without active operations, is not subject to a cease trade order or trading suspension, and shareholder approval is not required for the Acquisition under applicable corporate or securities laws.
Sponsorship
Sponsorship of the Acquisition is required by Exchange Policy 2.4, unless an exemption from the sponsorship requirement is available. The Company will be seeking a waiver of any requirement for a sponsor in connection with the Acquisition.
Trading in the common shares of the Company is and will remain halted pending further filings with the Exchange.
Exchange Disclaimer
The Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Completion of the Acquisition and Financing are 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 Acquisition and Financing cannot close until such approvals are obtained. There can be no assurance that the Acquisition or Financing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition 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.
Forward-Looking Information Disclaimer
This press release contains forward-looking information within the meaning of Canadian securities legislation. In general, forward-looking information refers to disclosure about possible conditions, events, or financial performance that is based on future economic conditions and courses of action, and includes disclosure that is presented as a forecast, plan, or projection. More particularly and without limitation, this press release contains forward-looking information concerning the anticipated terms of and results of the Acquisition and Financing.
The forward-looking information is based on certain key assumptions made by the Company about the ability of the Company to satisfy the conditions precedent to the Acquisition and Financing and close the Acquisition and Financing on the terms described in this press release. Although the Company believes that these assumptions, undue reliance should not be placed on the forward-looking information because the Company cannot give any assurance that these assumptions will prove to be accurate.
By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. The main risks are that VMA may not be able to raise a minimum of US$4,500,000 under the Financing, and even if it does, the Exchange may not approve the Financing or Acquisition as proposed or at all. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this press, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by Canadian securities legislation.
Further Information
For further information, please contact:
Mike Sapountzoglou
CEO, CFO and Director
mike@bluewateracquisition.com
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