Limestone Announces Update on Ebbtide Acquisition and Concurrent Financing
May 10 2021 - 4:01PM
The Limestone® Boat Company ("
Limestone" or the
"
Company") (TSXV: BOAT), a heritage brand recently
re-launched with new ownership, ideals and a revamped model
line-up, is pleased to announce an update to its previously
announced proposed acquisition of Ebbtide Holdings, LLC
("
Ebbtide") of White Bluff, Tennessee (the
"
Acquisition") and the previously announced
proposed offering of up to $17.0 million aggregate principal amount
of 10% convertible subordinated unsecured debentures of the Company
through a non-brokered private placement (the
"
Offering").
Acquisition of Ebbtide
In consideration for all of the issued and
outstanding securities of Ebbtide, Limestone has agreed to pay the
existing Ebbtide members, as part of the consideration for their
Member Units, $2.5M USD of common shares of Limestone, at a price
of CDN$0.33 per share, resulting in the issuance of 9,302,256
common shares of Limestone to the Ebbtide members, subject to
certain lock-up protections.
“We are grateful for the support of the
investment community and the Ebbtide stakeholders, in the belief in
our vision for Limestone. Our management team and Board of
Directors are working hard to position Limestone to become a top
boat builder in North America,” said Telfer Hanson, Chairman of
Limestone.
Limestone intends to close the Offering on or
about May 12, 2021 followed by the closing of the Acquisition on or
about May 13, 2021. The change to the time of closing for each of
these transactions, from that previously announced, is not expected
to negatively impact the operations of the Company. Each of the
Offering and the Acquisition remain subject to customary conditions
for closing including approval from the TSX Venture Exchange.
About Limestone
Limestone is a North American designer and
manufacturer of recreational and commercial powerboats. Limestone
is a heritage brand with a 35-year legacy, renowned for its
timeless design, big water performance, quality manufacturing and
durability. Crafted in a centrally located manufacturing facility
in Tennessee, Limestone features an evolved and expanded product
line that will appeal to a growing number of boaters coast to
coast.
Limestone is a brand focused Company, dedicated
to the wellbeing of all stakeholders, including our customers,
employees and shareholders. It is with great pride that the Company
continues to expand the legacy of Limestone boats and its original
designer, Mark Ellis of Connecticut. Scott Hanson, Mark Ellis and
the Limestone design team have worked diligently to modernize the
Limestone configurations, designs, adding outboard power, while
maintaining the original hull design that has made the Limestone
brand famous for its’ big water performance. Please visit
www.limestoneboats.com to see the new designs.
For more information, contact: Investor Relations: Bill
Mitoulas800-720-2395bill@limestoneboats.com Website:
limestoneboats.com
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 news
release.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this press
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words “anticipate”, “believe”, “could” “should”, “would”,
“estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely”,
“may”, “plan”, “potential”, “project”, “outlook”, “seek”, “target”,
“trend” or “will” and similar expressions and statements relating
to matters that are not historical facts are intended to identify
forward-looking information and are based on the parties’ current
belief or assumptions as to the outcome and timing of such future
events. Actual future results may differ materially. In particular,
there are no assurances that the transactions will be completed on
the terms or timeframe indicated herein or at all. If these
transactions are ultimately completed, the Company will be subject
to a number of risks relating to integration and go-forward
operations, certain of which are more particularly described in the
Company's public filings available on SEDAR. The forward-looking
information contained in this release is made as of the date hereof
and the parties are not obligated to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue
reliance on forward looking information. The foregoing statements
expressly qualify any forward-looking information contained
herein.
Many factors could cause actual results, level
of activity, performance or achievements or futureevents or
developments to differ materially from those expressed or implied
by the forward-looking statements. All the forward-looking
statements made in this press release are qualified by these
cautionary statements and other cautionary statements or factors in
this press release. There can be no assurance that the actual
results or developments will be realized or, even if substantially
realized, will have the expected consequences to, or effects on,
the Company. Unless required by applicable securities law, the
Company does not intend and does not assume any obligation to
update these forward-looking statements.The securities forming part
of the Offering have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended (the “1933
Act”) and may not be offered or sold in the United States or to, or
for the account or benefit of, “U.S. persons” (as defined in
Regulation S under the 1933 Act) absent registration or an
applicable exemption from the registration requirements. The
securities may be offered in the United States to Qualified
Institutional Buyers (as defined in Rule 144A under the 1933 Act)
pursuant to exemptions from the registration requirements under
rule 144A of the 1933 Act and to “accredited investors” as such
term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated under the 1933 Act. This news release will not
constitute an offer to sell or the solicitation of an offer to buy
nor will there be any sale of the securities in any State in which
such offer, solicitation or sale would be unlawful.
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