Supported Take-Over Bid of Lifted
Vancouver, British Columbia--(Newsfile Corp. - July 27, 2020) - Lifted Innovations Inc. ("Lifted") is pleased to announce that, further to Kootenay Zinc Corp.'s (CSE: ZNK) (OTC: KTNND) (FSE: KYH1) ("Kootenay") press releases of May 19, 2020 and June 24, 2020, Kootenay has formally commenced an offer (the "Offer") supported by the board of directors of Lifted (the "Lifted Board") to acquire all of the issued and outstanding shares of Lifted (the "Shares") and all of the issued and outstanding options to acquire Shares (the "Options", and together with the Shares, the "Securities"). Shareholders and optionholders of Lifted ("Lifted Securityholders") will be entitled to receive one common share ("PeakBirch Share") of PeakBirch Logic Inc. ("PeakBirch") for each Share held and one option to acquire one PeakBirch Share ("PeakBirch Option") for each Option held. Kootenay will be renamed "PeakBirch Logic Inc." upon closing of the Transaction (as defined below) and has applied to have the PeakBirch Shares listed on the Canadian Securities Exchange.
The Offer will be open for acceptance for 36 days until 5:00 p.m (Toronto time) on September 1, 2020, unless extended or withdrawn. The Offer will also be extended for a period of not less than 10 days after Kootenay first takes up the Securities under the Offer, provided that Kootenay does not take up and pay for 100% of the issued and outstanding Lifted Shares at the expiry of the initial deposit period.
The Lifted Board has unanimously approved Kootenay's acquisition of Lifted pursuant to the Offer and has unanimously recommended that Lifted Securityholders tender their Securities to the Offer. All of the directors and officers of Lifted and certain key Lifted Securityholders representing approximately 61% of the issued and outstanding Shares and approximately 73% of the issued and outstanding Options have agreed to tender their Securities to the Offer.
The full details of the Offer are set out in the take-over bid circular and accompanying offer documents (collectively, the "Offer Documents") that Kootenay has filed with the applicable Canadian securities regulatory authorities and which are available under Kootenay's SEDAR profile at www.sedar.com. Kootenay mailed the Offer Documents along with Lifted's directors' circular in support of the Offer to all Lifted Securityholders today. The depositary for the Offer is Computershare Investor Services Inc.
The Offer is part of a larger business combination, as announced by Kootenay on May 19, 2020 and discussed further in Kootenay's press release dated June 24, 2020, with Canndora Delivery Ltd. ("Canndora"), Greeny Collaboration (Canada) Inc. ("Greeny") and Lifted that will result in a reverse takeover and change of business of Kootenay (the "Transaction"). Subject to the closing of the Transaction, the business of PeakBirch, the resulting issuer following closing of the Transaction, will be the businesses of Canndora, Greeny and Lifted prior to the Transaction, consisting primarily of operating e-commerce stores, providing services and related products to the cannabis industry.
The Offer is subject to certain conditions including, among others: (i) more than 50.1% of the issued and outstanding Shares shall have been validly deposited to the Offer and not withdrawn; (ii) conditional approval of the Canadian Securities Exchange for the Transaction shall have been obtained; (iii) Kootenay shall have obtained the requisite approval of the shareholders of Kootenay to the Transaction; (iv) the shareholders of each of Canndora and Greeny shall have approved the amalgamation of Canndora, Greeny and one of Kootenay's subsidiaries; and (v) other customary closing conditions similar to a transaction of this nature.
This news release is not a substitute for reading the Offer Documents.
LIFTED SECURITYHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE OFFER DOCUMENTS, ALL DOCUMENTS INCORPORATED BY REFERENCE, ALL OTHER APPLICABLE DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH DOCUMENTS BECAUSE EACH DOCUMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT KOOTENAY, LIFTED AND THE OFFER.
LIFTED INNOVATIONS INC.
Bjarne Borg, Director
About Lifted Innovations Inc.
Lifted is a private company incorporated under the Canada Business Corporations Act with offices located in Las Vegas, Nevada. Lifted is a B2C e-commerce company providing cannabis-related accessories and ancillary products in the United States and Canada. Lifted currently operates a drop-shipping platform through five domain names (being "EveryoneDoesIt.com", "NamasteVaporizers.com", "Lifted.com", "liftedcbd.com" and "LeafScience.com") and intends to leverage its market share to expand into additional business segments including a customer review and rating platform for cannabis-related accessories and ancillary products.
Cautionary Statement Regarding Forward-Looking Information
Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable securities legislation. The information in this news release about future plans and objectives of Lifted, are forward-looking information, including the proposed Transaction and the intentions, plans and future actions of Lifted. This forward-looking information is based on reasonable assumptions and estimates of management of Lifted at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Lifted to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: the Transaction may not close on the terms and timing as currently anticipated, or at all; the COVID 19 crisis; the Transaction, if completed, may not result in any tangible benefits to Lifted or the Securityholders. Lifted has also assumed that no significant events occur outside of Lifted's normal course of business. Although Lifted has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Lifted undertakes no obligation to revise or update any forward-looking information other than as required by law.
Investors are cautioned that, except as disclosed in the listing statement and other disclosure documents 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 PeakBirch should be considered highly speculative.
The CSE has not approved nor disapproved of the contents of this press release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Not for distribution to U.S. news wire services or dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/60566