Black Birch Capital Acquisition III Corp. Signs Definitive Agreement in Connection with Qualifying Transaction and Files Final Prospectus

November 07, 2014 3:52 PM EST | Source: Black Birch Capital Acquisition III Corp.

Toronto, Ontario--(Newsfile Corp. - November 7, 2014) - Further to its previous announcements, including the press releases dated August 8, 2013 and October 15, 2014, Black Birch Capital Acquisition III Corp. (TSXV: BBC.P) ("Black Birch" or the "Company") is pleased to announce that it has entered into a definitive amalgamation agreement (the "Acquisition Agreement") dated November 5, 2014 with 2425632 Ontario Corp. ("BB Subco"), a wholly-owned subsidiary of Black Birch, and Daymak Inc. ("Daymak") pursuant to which Black Birch has agreed to acquire all of the issued and outstanding securities of Daymak (the "Transaction"). The Transaction will constitute Black Birch's qualifying transaction under the policies of the TSX Venture Exchange (the "TSXV").

The Transaction will be effected by means of a three-cornered amalgamation whereby: (i) Daymak will amalgamate with BB Subco to form an amalgamated corporation ("Amalco"); (ii) each issued and outstanding security of Daymak (on a post-split basis) will be exchanged for a corresponding security of Black Birch (on a post-consolidation basis) on a one to one basis; and (iii) Amalco will become a wholly-owned subsidiary of Black Birch. The Transaction will result in the issuance of the following securities to Daymak securityholders: (i) 19,475,000 post-consolidation common shares of Black Birch (each, a "Black Birch Share"), (ii) warrants to acquire 1,081,515 Black Birch Shares, and (iii) options to acquire 1,030,583 Black Birch Shares. On closing, but before giving effect to the QT Financing (as defined below), Daymak shareholders will hold approximately 91% of the issued and outstanding Black Birch Shares (on a non-diluted basis). Following the Transaction, Black Birch will be renamed "Daymak Technology Inc." and will carry on the business currently conducted by Daymak.

The Company is also pleased to advise that it has filed a final prospectus (the "Prospectus") with the securities commissions in British Columbia, Alberta and Ontario in connection with its previously announced offering of a minimum of 7,500,000 units of Black Birch (each a "Unit") and a maximum of 12,500,000 Units at $0.40 per Unit for minimum aggregate gross proceeds of $3,000,000 and maximum aggregate gross proceeds of $5,000,000 (the "QT Financing"). Each Unit consists of one Black Birch Share and one-half of one warrant. Each warrant is exercisable for one Black Birch Share for a period of 24 months from the closing of the QT Financing at an exercise price of $0.50 per share.

The Company has engaged Jacob Securities Inc. (the "Agent") as exclusive agent to conduct the QT Financing on a commercially reasonable efforts basis. The QT Financing is being conducted pursuant to the terms and conditions of an agency agreement (the "Agency Agreement") dated November 5, 2014 between Black Birch, Daymak and the Agent and is expected to be completed immediately prior to the completion of the Qualifying Transaction.

Completion of the Transaction remains subject to a number of conditions precedent, including completion of (i) the QT Financing, (ii) a share consolidation by Black Birch, and (iii) a share split by Daymak, all as further detailed in the Acquisition Agreement and the Prospectus.

For further details regarding the Transaction and the QT Financing, please refer to the Prospectus, the Acquisition Agreement and the Agency Agreement, copies of which are available under the Company's profile on SEDAR at www.sedar.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein 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 registration requirements.

About Black Birch

Black Birch is a capital pool company listed on the TSXV.

About Daymak

Daymak, a Toronto-based company incorporated in 2002, is a developer and distributor of personal light electric vehicles with over 150 dealers across Canada. Daymak's main technology is the Daymak Drive System (DDS), currently in development. The Daymak Drive System is a self charging system made up of wireless and wired controllers, encased battery, solar panels, and a wireless throttle for light electric vehicles. Daymak's accolades include the Clean Tech North Award and Profit Magazine's Top 100, 200 & 500 Canada's Fastest Growing Companies. Daymak was named one of Ontario's greenest companies in 2012.

Further Information

For further information please contact:

Black Birch Capital Acquisition III Corp.

Paul Haber, Chief Executive Officer, Chief Financial Officer and Corporate Secretary
Telephone: 416-318-6501
Facsimile: 416-915-4265
Email: phaber@blackbirchcap.com

Daymak Inc.

Jason Roy, Vice President
Telephone: 416-658-3993 ext. 261
Facsimile: 416-749-3424
Email: jason.roy@daymak.com

The TSXV has in no way passed upon the merits of the Transaction. 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.

Certain portions of this press release contain forward-looking statements. Such forward-looking statements include but are not limited to statements concerning completion of the QT Financing and the Transaction. These statements are based on current expectations that are subject to risks, uncertainties and assumptions and the Company can give no assurance that these expectations are correct. Actual results may differ materially from those currently anticipated for various reasons generally beyond the control of the Company, including but not limited to, the ability of the Company or Daymak to satisfy all conditions precedent to the completion of the QT Financing and the Transaction, including receipt of all corporate and regulatory approvals. Additional important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in the Company's periodic reports filed with the Ontario Securities Commission and other regulatory authorities and in the Prospectus. The Company has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. Forward-looking statements in this press release describe the Company's reasonable expectations as of the date hereof.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

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