Sayward Capital Corp. Announces Execution of Amalgamation Agreement with Field Safe Solutions Inc. in Respect of Qualifying Transaction
Calgary, Alberta--(Newsfile Corp. - September 21, 2021) - Sayward Capital Corp. (TSXV: SAWC.P) ("Sayward") is pleased to announce that, further to its news release dated July 28, 2021, it has entered into a definitive amalgamation agreement dated September 20, 2021 (the "Amalgamation Agreement") with Field Safe Solutions Inc. ("Field Safe") in connection with the proposed business combination of Sayward and Field Safe, which transaction (the "Qualifying Transaction") is intended to constitute Sayward's Qualifying Transaction (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")). Sayward, as it exists upon completion of the Qualifying Transaction (the "Resulting Issuer"), will continue the business of Field Safe.
The Amalgamation Agreement provides for a three-cornered amalgamation (the "Amalgamation") pursuant to which, among other things: (a) Field Safe will amalgamate with 2372845 Alberta Ltd., a wholly-owned subsidiary of Sayward incorporated for the purposes of the Qualifying Transaction, pursuant to the provisions of the Business Corporations Act (Alberta) (the "ABCA"), (b) all of the issued and outstanding Class A Common shares in the capital of Field Safe (each, a "Field Safe Share") will be cancelled and, in consideration therefor, the holders thereof ("Field Safe Shareholders") will receive post-Consolidation (as defined below) Common shares in the capital of Sayward (each, a "Sayward Consolidated Share") on a 1:1 basis and (c) the amalgamated corporation will be a wholly-owned subsidiary of Sayward. After giving effect to the Qualifying Transaction, the Field Safe Shareholders will collectively exercise control over Sayward.
Prior to completion of the Amalgamation, it is intended that Sayward will: (a) effect a consolidation of the issued and outstanding Common shares in the capital of Sayward ("Sayward Shares") such that each one Sayward Consolidated Share shall be exchanged for such number of pre-Consolidation Sayward Shares as is equal to the product of 6.4138 and the purchase price per Field Safe Subscription Receipt (as defined below) (the "Consolidation"), and (b) change its name to "Field Safe Solutions Ltd." or such other name as agreed to by Field Safe and accepted by the applicable regulatory authorities (the "Name Change").
Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals, including the approval of the Exchange.
The Amalgamation Agreement
Pursuant to the Amalgamation Agreement, certain conditions precedent must be met prior to the closing of the Amalgamation, including, but not limited to, (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) completion of the Field Safe Private Placement (as defined below); (c) receipt of the requisite approvals and completion of the Consolidation, the Name Change, the adoption of amended and restated by-laws of Sayward subject to closing the Qualifying Transaction in a form satisfactory to Field Safe in its sole discretion (the "By-law Amendment") and the Field Safe director appointments (the "Field Safe Director Appointments"); (d) no material adverse change in the business, affairs, financial condition or operations of Field Safe or Sayward has occurred between the date of entering into the Amalgamation Agreement and the closing date of the Qualifying Transaction; (e) with respect to the Amalgamation, Field Safe Shareholders holding no more than 10% of the Field Safe Shares shall have exercised dissent rights; and (f) receipt of the requisite approval of Field Safe Shareholders of the Amalgamation. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
The Amalgamation will not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in the policies of the Exchange). Other than Luke Caplette, a director of Sayward who serves on the advisory board of Field Safe and holds 5,000 options to purchase Field Safe Shares, no person which is a Non-Arm's Length Party (as such term is defined in the policies of the Exchange) of Sayward has any direct or indirect beneficial interest in Field Safe or its assets prior to giving effect to the Amalgamation and no such person is an insider of Field Safe. Similarly, there is no known relationship between or among any person which is a Non-Arm's Length Party of Sayward and any person who or which is a Non-Arm's Length Party to Field Safe.
If all conditions to the implementation of the Amalgamation have been satisfied or waived, Sayward and Field Safe will carry out the Amalgamation.
Sayward currently expects that all post-Consolidation stock options of Sayward (the "Sayward Options") and at least a majority of the warrants to purchase Common shares in the capital of Sayward (the "CPC Agent's Warrants") outstanding immediately prior to the Effective Time will be exercised for Sayward Consolidated Shares at the applicable exercise prices therefor.
Prior to the Effective Time and pursuant to certain conditional option exercise and exchange agreements to be entered into between Sayward, Field Safe and holders of stock options of Field Safe ("Field Safe Optionholders"), such Field Safe Optionholders are expected to exercise or exchange their stock options of Field Safe for replacement options of Sayward to acquire Sayward Consolidated Shares on equivalent economics terms as such Field Safe stock options.
As at the date hereof it is not possible for the parties to determine the number of Sayward Consolidated Shares that will be issued upon completion of the Qualifying Transaction nor the ownership percentages associated with Sayward and Field Safe as this will depend upon the Field Safe Private Placement and the Consolidation, both factors having an impact on the total number of Sayward Consolidated Shares that will be issued in connection with the Amalgamation. Upon the foregoing being determined, Sayward will issue a press release advising of such.
Upon completion of the Qualifying Transaction, it is expected that Sayward will be a Tier 1 Technology Issuer on the Exchange.
Trading in the pre-Consolidation Sayward Shares is currently halted at the request of Sayward in accordance with Exchange policies, and will remain halted until completion of the Qualifying Transaction.
Sayward is incorporated under the ABCA and is a capital pool company within the meaning of the policies of the Exchange. Sayward has not commenced operations and has no assets other than cash. Sayward's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the Exchange.
About Field Safe
Field Safe is a privately-held corporation existing under the ABCA, incorporated on March 20, 2014. Field Safe is a Canadian software as a service company located in Calgary, Alberta that provides an easy-to-use worker safety platform that connects workers, improves safety, optimizes operations and lowers costs. Field Safe has been experiencing rapid growth which is illustrated through a 2,225% revenue increase from 2017 to 2020. Field Safe is a leader in the digital safety space and has 10 Fortune 1000 Companies that currently use their digital safety platform, including one of Canada's largest LNG projects.
Cameron Barrett, CEO of Field Safe states that, "We are excited to continue the Qualifying Transaction process to become a publicly-traded entity. Our company continues to provide an industry leading solution which is illustrated through our growth, and through the addition of very reputable logos. The concurrent financing will provide capital to continue to increase the competitive advantage of our product and to grow our customer base, both of which we believe will create increased shareholder value."
As of the date hereof, there are 7,570,670 Field Safe Shares outstanding. The following persons own, control or direct 10% or more of the outstanding Field Safe Shares:
Number of Field Safe Shares
|Percentage of Outstanding Field Safe Shares|
|The Ezrah Charitable Trust||1,299,999||17.17%|
Summary of Financial Information
A summary of certain financial information for Field Safe, disclosed in accordance with Exchange policies, is included in the tables below:
|Field Safe Solutions Inc.||Period ended June 30, 2021||Year ended December 31, 2020|
|Cost of Sales||(296,431)||(375,272)|
|General and administrative||(1,916,335)||(2,854,328)|
|Loss from operations for the period||(800,277)||(808,411)|
Further financial information will be included in the filing statement to be prepared in connection with the Qualifying Transaction.
Proposed Directors and Senior Management Team
Upon the closing of the Qualifying Transaction, it is anticipated that Michael Heier (Chair), Cameron Barrett, Gerald Catenacci, David Eastham, Bill Giese and Sarah Gingrich will constitute the Board of Directors of the Resulting Issuer. It is also anticipated that the new senior management team of Resulting Issuer will be comprised of Cameron Barrett (Chief Executive Officer), Danny Hay (Chief Financial Officer), Craig Croney (Senior Vice President, Operations), Trina McKay (Corporate Controller) and Perry Feldman (Corporate Secretary).
The following are brief resumes of the currently proposed directors and officers of the Resulting Issuer following the Qualifying Transaction:
Michael Heier, Chairman and Director
Mike Heier is the founder of Trinidad Drilling. Mr. Heier has approximately 40 years of experience in the oil and natural gas industry, including in western Canada, through his involvement with exploration and production and oilfield services Companies. He has served on numerous public and private for-profit, and non-profit, boards. Mr. Heier's career experience includes President, Chief Executive Officer and Director of Millennium Stimulation Services Ltd. (a private oilfield services company that specialized in coiled-tubing fracturing stimulation services); Co-Founder and Chairman of the Board for Alter NRG Corp., (a provider of alternative clean and renewable energy solutions); Founder, Chairman and Chief Executive Officer of Trinity Energy Inc. (an oil and gas exploration company).
Cameron Barrett, Chief Executive Officer and Director
Cameron Barrett is the Chief Executive Officer of Field Safe. Previously, Mr. Barrett held several executive positions including Vice President of Government and Carrier Services at Axia FibreNet and President of CSC Canada ("CSC"). Mr. Barrett joined CSC after 15 years as a national and international sales leader within world leading software and technology companies. Mr. Barrett holds an MBA from Heriot Watt University, an MSc (Law) from Abraham Lincoln University and an ICD.D from the Rotman School of Business.
Gerald Catenacci, Director
Gerald Catenacci has focused his career in capital markets management and is the Founder and President of Neustrada Capital, LLC, a private investment fund. Previously, Mr. Catenacci was the Founding Partner and Managing Member of Principled Capital Management. He was also focused on equity sales at RBC Dominion Securities (New York), and equity trading and sales at Dominion Securities (Toronto). Mr. Catenacci holds a Bachelor of Science in Civil Engineering from McMaster University.
David Eastham, Director
David Eastham is the President and Chief Executive Officer of Castlegate Energy Inc., a private oil and gas exploration and development corporation. Prior thereto, Mr. Eastham was a Director, Vice President, Finance and Chief Financial Officer & Secretary of Exoro Energy Inc., a private oil and gas company from 2006 to November 2014. Prior to 2006, Mr. Eastham was Vice-President, Finance and Chief Financial Officer & Secretary of Northern Crown Petroleums, Northern Crown Resources Inc. and Tethys Energy Inc. Mr. Eastham has 35 years of experience in the oil and gas industry and has led numerous private and public company financings, asset acquisitions and dispositions and corporate sales. Mr. Eastham is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Calgary.
Bill Giese, Director
Bill Giese is the President and Chief Executive Officer of the Synergy Group of companies, whose focus is on high-quality land, environmental and project management in the areas of energy and infrastructure. Mr. Giese has worked in energy for over 30 years, first in utilities and then as a land man in the oil and natural gas sector. Mr. Giese has his SR/WA designation and is also a member of Canadian Association of Petroleum Landmen and Alberta Association of Surface Land Agents.
Sarah Gingrich, Director
Sarah Gingrich is a Partner at Fasken Martineau DuMoulin LLP, a leading international business law and litigation firm, with eight offices and more than 700 lawyers across Canada, in the United Kingdom and South Africa. Sarah is the Co-Leader of Fasken's Securities, Mergers & Acquisitions Group, in addition to being the Practice Group's Leader in Calgary, Alberta. Sarah's practice is focused on securities and capital markets, mergers and acquisitions, shareholder activism and corporate governance. Sarah has been involved in many corporate finance and merger and acquisition transactions in the technology, resources, life sciences and financial services sectors. Ms. Gingrich holds a B.A. from Western University, a M.A. from Wilfrid Laurier University and a LL.B. from Dalhousie University. Ms. Gingrich also holds an ICD.D from the Rotman School of Business.
Danny Hay, Chief Financial Officer
Danny Hay is the Chief Financial Officer of Field Safe. Mr. Hay's previous positions included roles as an officer and director of TSX and Exchange listed Companies. Most recently he was the Chief Financial Officer of an alternative energy company that sold at a 160% premium to the market price on the TSX. Mr. Hay has also completed numerous merger and acquisition transactions ranging from $15 million to $150 million and is on the board of directors of the Calgary Foothills Soccer Club. He is a Chartered Accountant and holds a BComm from the University of Calgary.
Craig Croney, Senior Vice President, Operations
Craig Croney is the Senior Vice President, Operations at Field Safe. Formerly the Vice President of the Operating Services Unit at Pembina Pipeline Corporation, he had direct oversight of Pembina's Supply Chain Management team, Sherwood Park Control Center, and Operational Excellence team. Mr. Croney was previously the Vice President of the Oil Sands Business Unit at Pembina, where he was responsible for all performance aspects of the commercial and physical operations of the Oil Sands and Heavy Oil Business Unit. Prior to joining Pembina, Mr. Croney held executive positions in several engineering firms where he was responsible for leading and growing businesses providing engineering, procurement and construction management services to the oil and gas sector. Mr. Croney holds a Bachelors of Applied Science in Mechanical Engineering and a Master of Engineering in Chemical Engineering from the University of British Columbia, a Masters in Business Administration from Queen's University, as well as an ICD.D designation from the Institute of Corporate Directors.
Trina McKay, Corporate Controller
Trina McKay is the Corporate Controller of Field Safe. Previously Ms. McKay's roles have included those as officers of both private and TSX listed companies. Most recently she was the Vice President, Finance of a large, privately-owned construction materials company. Ms. McKay is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor of Commerce in International Business from the University of Victoria.
Perry Feldman, Corporate Secretary
Perry Feldman is a Partner at Fasken Martineau DuMoulin LLP, a leading international business law and litigation firm, with eight offices and more than 700 lawyers across Canada, in the United Kingdom and South Africa. Perry frequently acts on debt and equity financings, both domestic and cross-border, and also works on plans of arrangement, amalgamations, going-public transactions, private equity transactions, strategic investments and take-over bids. Perry provides advice across a broad range of industries on public disclosure, stock exchange requirements and securities regulatory matters, as well as corporate structuring and governance. Mr. Feldman holds a B.Comm. from the University of Alberta and an LL.B. from the University of Calgary.
Proposed Qualifying Transaction
As the proposed Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction" (within the meaning of Policy 2.4 of the Exchange), the Qualifying Transaction does not require approval of the shareholders of Sayward (the "Sayward Shareholders"). However, the Consolidation, the Name Change, the By-law Amendment, the Field Safe Director Appointments and Sayward stock option plan will require the approval of Sayward Shareholders at an annual and special meeting of Sayward Shareholders (the "Sayward Meeting"), which is expected to be held on November 2, 2021, prior to the completion of the proposed Qualifying Transaction. Further details with respect to the matters to be approved at the Sayward Meeting will be contained in the information circular prepared in connection with Sayward Meeting and available for review on Sayward's SEDAR profile at www.sedar.com.
Field Safe Private Placement
Prior to the completion of the Qualifying Transaction, Field Safe is expected to complete a brokered private placement of subscription receipts of Field Safe (the "Field Safe Subscription Receipts") through a syndicate of agents led by Echelon Wealth Partners Inc. (the "Field Safe Private Placement").
Sponsorship of the Amalgamation
Sponsorship of the Amalgamation, as the Qualifying Transaction of Sayward, is required by the Exchange unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the Exchange. Sayward has applied to the Exchange for a waiver from the sponsorship requirements for the Qualifying Transaction based upon the Field Safe Private Placement and/or other exemptions available in Exchange policies. There is no assurance that an exemption from this requirement will be obtained.
Sayward will provide further details in respect of the Qualifying Transaction and Field Safe Private Placement (including pricing of the Field Safe Subscription Receipts) in due course by way of a subsequent news release, however, Sayward will make available to the Exchange all information, including financial information, as may be requested or required by the Exchange.
All information contained in this news release with respect to Sayward and Field Safe was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Qualifying Transaction is 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 Qualifying Transaction cannot close until the required Field Safe shareholder approval is obtained. There can be no assurance that the Qualifying Transaction or the Field Safe Private Placement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Field Safe or filing statement of Sayward to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sayward should be considered highly speculative.
The Exchange has not in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
The securities 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 the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Luke Caplette, Director
Sayward Capital Corp.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Field Safe Private Placement, including the use of proceeds therefrom; the terms and conditions of the Qualifying Transaction, including receipt of Exchange and Field Safe Shareholder approval; the Sayward Meeting, including the timing thereof; the details of any securities issuances, conversions, exercises, exchanges or cancellations, including the Sayward Options and/or CPC Agent's Warrants; the actions of Field Safe Optionholders; the capitalization of the Resulting Issuer; the anticipated directors, officers and insiders of the Resulting Issuer; the filing statement to be prepared in connection with the Qualifying Transaction, including the information included therein; trading in the Sayward Shares; the business of the Resulting Issuer; actions to be taken by Sayward prior to completion of the Amalgamation, including the Consolidation and the Name Change; the closing of the Qualifying Transaction, including the Resulting Issuer's status on the Exchange thereafter; Field Safe's products and ability to create increased shareholder value; and forthcoming news releases and other disclosure. Often, but not always, forward-looking statements or information can be identified by the use of words such as "anticipate", "believe", "continue", "expect", "intend", "may" or "will" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
With respect to forward-looking statements and information contained herein, Sayward and Field Safe have made numerous assumptions including among other things, assumptions about general business and economic conditions of Field Safe and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of Sayward and Field Safe believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Field Safe Private Placement; risks relating to the receipt of all requisite approvals for the Qualifying Transaction, including the approval of Field Safe Shareholders and the Exchange; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 pandemic including, but not limited to, its impact on general economic conditions; the ability to obtain financing as required; and other risk factors as detailed from time to time in Sayward's amended and restated final prospectus dated June 29, 2021 and other documents available under Sayward's profile at www.SEDAR.com. Sayward and Field Safe do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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