1169071 B.C. Ltd. Announces Transaction with Carbone Coal Fired Pizza Inc.
Toronto, Ontario--(Newsfile Corp. - June 4, 2019) - 1169071 B.C. Ltd. (the "Company") is pleased to announce that it has entered into a non-binding letter of intent effective May 29, 2019 (the "LOI") with Carbone Coal Fired Pizza Inc. ("Carbone"), which sets out the terms and conditions relating to a proposed transaction (the "Transaction") pursuant to which the Company will acquire all of the issued and outstanding common shares in the capital of Carbone (the "Common Shares"). Concurrently with the completion of the Transaction, the parties have agreed that the Company shall change its name to a name satisfactory to Carbone, and to pursue a listing of the Company's common shares (the "Company Shares") on a recognized stock exchange in Canada. Following completion of the Transaction, the Company will continue to carry on the business of Carbone. The LOI was entered into as a result of an arm's length negotiation between the parties.
Carbone Coal Fired Pizza, is a pizzeria chain currently with six operating locations and four new locations underway in Manitoba and Saskatchewan. Carbone is the only multi-unit restaurant in Canada using the authentic style of coal heating for cooking pizzas at 850 degrees Fahrenheit. Along with the cooking methods, Carbone is the first in Manitoba to allow customers to "pour their own beer" at specified draft beer tables in their downtown Winnipeg operation. Carbone is positioning to be a significant player in the fast casual pizza market with its "Fast Fired" brand. Carbone is seeking to expand and sell approximately 50 - 100 new locations across Canada by the end of 2020, a majority of which are intended to be franchised/licensed, along with area development agreements under discussion for the Australia and New Zealand market. Since 2010, Carbone Coal Fired Pizza has been setting a precedent to become a leader in the Canadian restaurant industry, with notable innovations, and a fresh focus on local quality ingredients and a friendly customer experience.
Carbone is teaming up with internationally-renowned Australian chef, restaurateur, author, Netflix producer & TV presenter, Pete Evans, known for his award-winning pizza recipes, to deliver the Taste of Summer Pizza Series. To cater to the public's growing appetite for gourmet, vegan, keto, paleo and health-conscious pizzas, Carbone's Taste of Summer offering has been inspired by the consumer shift in eating habits, with a focus on charred and blistered crusts, lined with quality toppings and accompanied by delicious salads and desserts to bring a taste of Italy to your table.
Carbone has structured its expansion plan in a way in which specified geographical areas can be allocated to certain persons or groups for the development or sale of multiple locations.
About the Transaction
Pursuant to the LOI, the parties have agreed to negotiate in good faith to enter into a binding definitive transaction agreement (the "Definitive Agreement"), which will set out the terms and conditions of the Transaction, and which shall contain customary indemnities, representations and warranties and other terms in form and substance satisfactory to both parties. The Company and Carbone have agreed for 90 days not to initiate, propose, assist or participate in any activities in opposition to or in competition with the Transaction or any related matter.
The Company and Carbone have agreed to cooperate to pursue all matters necessary to complete the Transaction and the listing of the Company Shares on a recognized stock exchange in Canada, including the preparation and filing of any prospectuses or other required documents with the applicable securities commissions or stock exchange. The Transaction may be completed by way of a share exchange, take-over bid, amalgamation, plan of arrangement or such other structure as may be determined by the parties upon obtaining tax, securities and corporate law advice. The parties intend to confirm the board and management of the Company that will be elected and appointed upon completion of the Transaction in the Definitive Agreement.
In connection with the completion of the Transaction, the Company intends to consolidate its share capital on the basis that there will be 3,800,000 Company Shares outstanding (on a fully diluted basis) immediately prior to the closing of the Transaction (the "Consolidation"). Under the terms of the LOI, shareholders of Carbone would receive, in exchange for their Common Shares, post-Consolidation Company Shares. Any convertible securities of Carbone that are outstanding immediately prior to the closing of the Transaction will, upon completion of the Transaction, be exchanged for securities convertible into post-Consolidation Company Shares. Additionally, prior to the completion of the Transaction, Carbone intends to complete a best efforts private placement financing of Common Shares at a price of $0.50 per Common Share for aggregate gross proceeds of up to $2,000,000 (the "Private Placement"). Any Common Shares issued pursuant to the Private Placement will ultimately be exchangeable, upon satisfaction of certain conditions, for Company Shares in connection with the Transaction.
The Transaction, the Consolidation, and the Private Placement are subject to, among other conditions, the receipt of all required approvals and consents, including board and shareholder approval of the Company and Carbone, as applicable, and the approval of any regulatory bodies, applicable securities commissions and the stock exchange. The Transaction is also subject to the negotiation and execution of the Definitive Agreement, the completion of satisfactory due diligence reviews by each of the parties and the completion of the Consolidation and the Private Placement. There can be no assurance that the Transaction will be completed as proposed or at all.
Notice Regarding Forward Looking Information
This press release may include "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information is not representative of historical facts or information or current condition, but instead represents only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside its control. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein include, but are not limited to, information concerning the Transaction, the Consolidation, the Private Placement, the listing of the Company Shares on a Canadian stock exchange, expectations on whether the Transaction will be completed, including whether conditions to the completion of the Transaction will be satisfied and the business plans and strategy of Carbone.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to complete the Transaction, the Consolidation and the Private Placement on the proposed terms; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the completion of the Transaction, Consolidation and Private Placement on the proposed terms; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with government regulation; and the diversion of management time on the Transaction, the Consolidation and the Private Placement. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although the Company believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information and the Company can give no assurance that it will prove to be correct, as actual results and future events could differ materially from those anticipated in such information. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
For further information please contact:
Jonathan Held, Director
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