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VANCOUVER, BC, March 7, 2022 /CNW/ - Highbury Projects
Inc. (the "Company") (TSXV: HPI) is pleased to
announce that it has entered into a non-binding letter of intent
dated March 2, 2022 (the
"LOI") with Interfield Solutions Ltd. ("Interfield")
pursuant to which the Company and Interfield will enter into a
business combination by way of a share exchange, three-corner
amalgamation, merger, amalgamation, arrangement or other similar
form of transaction (collectively, the forgoing with any related
transaction, the "Transaction") which will result in
Interfield and all of its subsidiaries and affiliates becoming
directly or indirectly wholly-owned subsidiaries of the Company
(upon completion of the Transaction, referred to as the
"Resulting Issuer"). The Transaction will therefore
result in a reverse take-over of the Company by Interfield whereby
the existing shareholders of Interfield will own a majority of the
outstanding common shares of the Company.
It is the intention of the parties that the completion of the
Transaction will occur on the NEO Exchange ("NEO") and that
the Resulting Issuer will be listed on the NEO subject to meeting
the applicable listing requirements and receiving final approval
for listing from NEO. Concurrent with the completion of the
Transaction on the NEO, the parties intend to file an application
with the TSX Venture Exchange ("TSX-V") to delist its common
shares and apply for the Resulting Issuer to be listed onto the
NEO. It is anticipated that the common shares of the Company will
remain halted on the TSXV until the Transaction is completed and
trading resumes on the NEO for the Resulting Issuer.
The Transaction
The acceptance of the LOI will be followed by good faith
negotiations of definitive documentation, including a definitive
merger, amalgamation or share exchange agreement (the
"Definitive Agreement") among the parties setting forth the
detailed terms of the Transaction, including the basic
understandings set out in the LOI and such other terms and
conditions as are customary for transactions of the similar nature
and magnitude of the Transaction.
The final structure of the Transaction is subject to receipt by
the parties of tax, corporate and securities law advice that each
party may receive from their respective advisors, including without
limitation with respect to the disposition as a condition of the
Transaction (if applicable) in connection with any of the existing
assets or liabilities that may be required for the Corporation to
be an appropriate vehicle for the Transaction and the business of
the Resulting Issuer.
For the purposes of the Transaction, the deemed value of each
common share of the Company (the "Highbury Share Value")
shall be calculated such that the aggregate value of all issued and
outstanding common shares of the Company as at the closing of the
Transaction shall represent in aggregate twelve and half percent
(12.5%) of the issued and outstanding common shares of the
Resulting Issuer and the deemed value of each common share (the
"Interfield Share Value") of Interfield, shall be calculated
such that the aggregate value of all the common shares of
Interfield issued and outstanding as at the closing of the
Transaction shall represent eighty seven and half percent (87.5%)
of the issued and outstanding common shares of the Resulting Issuer
(both the Highbury Share Value and the Interfield Share Value are
inclusive of the Private Placement (as defined below).
The authorized share capital of the Company consists of an
unlimited number of common shares ("Common Shares") without
nominal or par value and the number of issue and outstanding Common
Shares is 10,383,333 Common Shares as of the date hereof.
As to the date hereof, the only securities of Interfield that
are issued and outstanding are 458,125 Interfield shares in the
capital of Interfield ("Interfield Shares"), a total of
606,811 Interfield Shares are reserved for issuance pursuant to the
conversion of certain convertible debentures (the "Convertible
Debentures") and 1,064,936 Interfield Shares are reserved for
issuance upon the exercise of warrants issuable to the holders of
the Interfield Shares and Convertible Debentures upon conversion
(the "Interfield Warrants"). Upon completion of the
Transaction, the Interfield Warrants will be exchanged and replaced
with common share purchase warrants of the Resulting Issuer
adjusted as appropriate with respect to the exercise price and
number of common shares that may be acquired.
In conjunction with, or prior to the closing of the Transaction,
the Company intends to complete a brokered private placement to
raise gross proceeds of up to $2,500,000 (the "Private Placement"). The
Company intends to use the net proceeds of the Private Placement
for ongoing operations, working capital, and general corporate
purposes.
About Interfield
Interfield Solutions is a state of the art software development
company that provides tailor-made data management solutions via its
SaaS-based software Toolsuite for numerous industrial segments
worldwide including Oil & Gas, Mining, and Renewables. It
also connects industrial companies to its proprietary Business to
Business Industrial Marketplace, Equipment Hound.
Toolsuite is an Industrial Data Management Platform
1) Digitizes Industrial Processes 2) Cloud Based Platform with Real
Time Auditable Data
Equipment Hound is an Industrial E-Commerce Platform
that provides 1) Centralized Procurement Gateway 2) Direct
connection between Consumers and Manufacturers 3) Secondary market
for Surplus/Used Equipment
Significant Conditions to Closing
The completion of the Transaction is subject to a number of
conditions precedent, including but not limited to satisfactory due
diligence review, negotiation and execution of the Definitive
Agreement respecting the Transaction and accompanying transaction
documents, approval by the boards of directors of each of the
Company and Interfield, approval of the shareholders of Interfield
(if necessary), approval of the shareholders of the Company at a
special meeting of the shareholders of the Company to be held no
later than April 30, 2022, obtaining
necessary third party approvals, TSX-V acceptance and closing of
the Private Placement. There can be no assurance that the
Transaction or the Private Placement will be completed as proposed,
or at all.
Additionally, listing on the NEO is subject to receipt of all
required approvals for Highbury and Interfield, including without
limitation: (A) the approval of the TSX-V to delist the Common
Shares; (B) the approval of the listing of the Common Shares on the
NEO; and (C) the approval of the board of directors of Highbury and
Interfield and, if applicable, the shareholders of Highbury and
Interfield.
Interfield Financial Information and Insiders of the Resulting
Issuer
The financial statements of Interfield are currently being
generated and the parties expect to provide an update with respect
to the financial information of Interfield in a subsequent press
release concurrent with the execution of the Definitive Agreement
in accordance with the policies of the TSX-V (the "Subsequent
Press Release").
Upon completion of the Transaction, it is anticipated that the
board of directors of the Resulting Issuer shall consist of no
fewer than 4 and no more than 6 members to be determined by
Interfield.
Biographical information of the anticipated directors and
officers of the Resulting Issuer shall be provided in the
Subsequent Press Release.
About the Company
Highbury was incorporated on May 13,
2005 and was listed on the TSXV on October 28, 2005 as a capital pool company
("CPC") under Exchange Policy 2.4. Highbury's option agreement with
Full Metal Minerals ("FMM") was approved as a qualifying
transaction and the final exchange bulletin to that effect was
issued by the exchange on November 5,
2007. The principal business of Highbury has been the
exploration and evaluation of the Moore Creek property in
Alaska and any other exploration
and evaluation assets and evaluation properties that Highbury may
acquire.
ON BEHALF OF THE BOARD OF DIRECTORS
"Al Karim Jaffer"
Al Karim Jaffer
President & Chief Executive Officer
Forward Looking Statements
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Company. Additional information identifying risks
and uncertainties is contained in filings by the Company with the
Canadian securities regulators, which filings are available at
www.sedar.com.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
filing statement 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 a capital pool company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release.
Neither the 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.
SOURCE Highbury Projects Inc.