BB1 Acquisition Corp. Announces Dividend-in-Kind of Units of PlantExt Ltd.
Toronto, Ontario--(Newsfile Corp. - February 17, 2021) - BB1 Acquisition Corp. (TSXV: BBA.P) ("BB1" or the "Corporation") announces that its board of directors has declared a dividend-in-kind (the "Dividend") of 9.2 million units of PlantExt Ltd. ("PlantExt") held by BB1 ("PlantExt Units") pro rata to the holders of record of outstanding common shares in the capital of BB1 (the "Recipient Shareholders") as of February 18, 2021 (the "Record Date"). The Dividend will be payable upon the earlier of either (i) PlantExt completing a going public transaction, or (ii) August 31, 2022.
The PlantExt Units were acquired by the Corporation in connection with a share exchange agreement between the Corporation and PlantExt, pursuant to which PlantExt agreed to reimburse BB1 an aggregate of CAD$125,000 for costs and expenses incurred by BB1 in connection with the terminated three-cornered amalgamation with PlantExt. Each PlantExt Unit is comprised of one common share in the capital of PlantExt (the "PlantExt Shares") and one common share purchase warrant exercisable at US$0.01 for a period of 2 years to acquire one PlantExt Share (the "PlantExt Warrants").
BB1 has designated the Dividend to be an "eligible dividend" for the purposes of the Income Tax Act (Canada) and corresponding provincial legislation. The dividend will be taxable and non-residents of Canada will be subject to Canadian withholding taxes. In order to comply with its statutory withholding obligations, BB1 will, with respect to Recipient Shareholders having a registered address outside of Canada on the Record Date, withhold and retain all interest, right and title to that number of PlantExt Units required to meet the Company's withholding obligations with respect to such shareholders (the "Withheld Units") and remit to the Canada Revenue Agency, in cash, the equivalent of the fair market value of the Withheld Units. Shareholders with questions regarding the tax treatment of dividends should consult with their own tax advisors or contact their local office of the Canada Revenue Agency and, where applicable, the provincial taxation authorities.
No fractional units or cash in lieu thereof (or any other form of payment) will be payable under the Dividend. Any fractional interests in PlantExt Units under the Dividend will be rounded up or down to the nearest whole number of PlantExt Units. The Corporation has filed a Form 3E with the Exchange in respect of the Dividend, notifying the Exchange of the Record Date.
About BB1 Acquisition Corp.
The Corporation is incorporated under the Business Corporations Act (Ontario) and is a capital pool company listed on the TSX Venture Exchange. The Corporation has no commercial operations and has no assets other than cash.
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Chief Executive Officer
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