(TheNewswire)
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Acquisition of investment company,Hardenbrook
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4 new spin outs and listings inHeathcare AI, BioPharma, and AgriTech
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No more excessive dilution toshareholders for each new spin out
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Reward shareholders with each newspin out and listing
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New CEO and board to drive growth andbuild shareholder value
Vancouver, British Columbia – TheNewswire - May 29, 2023 –Blackhawk Growth Corp. (CSE:BLR ) ; ( Frankfurt:0JJ)(the “ Corporation ” or “ Blackhawk ”), ispleased to announce that it has entered into a share purchaseagreement, dated effective May 29, 2023, in which it will acquire100% of Hardenbrook Group Pty Ltd (“ Hardenbrook ”).
Hardenbrook is an investment company leading aportfolio of four companies to go public. Hardenbrook partners withworld class research-intensive organizations (including large tier 1Universities) to identify valuable intellectual property to invest,commercialize and take public on stock exchanges in North America oran M&A exit.
HardenbrookCo-founders: Justin Hanka & Anoosh Manzoori
Leveraging a merchant banking model, Hardenbrookincorporates new entities for each new project, provides access to IPand products, installs experienced boards and management, and raisescapital in its portfolio companies. It then takes its portfoliocompanies public or M&A. Unlike Blackhawk that has been acquiringcompanies by issuing new shares that dilutes value to allshareholders, Hardenbrook is the 'founder' of each new portfoliocompany and does not need to dilute its share capital to grow itsportfolio. Shareholders are not diluted and benefit each timeHardenbrook spins out and lists a new company.
Hardenbrook has cash and cash equivalents of $800,000plus 4 portfolio subsidiaries in sectors of Heathcare AI, BioPharma,and AgriTech. Hardenbrook also owns 1,340,000 shares in MindBioTherapeutics Corp (CSE: MBIO) and is excited by the prospects of thetwo Phase 2 clinical trials and is looking forward to the additionalseven Phase 1 results due this year. It will continue to hold MindBioshares. Hardenbrook’s balance sheet will help recapitalizeBlackhawk’s balance sheet and provide a pathway for growth.Hardenbrook is also progressing all 4 of its portfolio companiessimultaneously towards a spin out and listing. More information onHardenbrook and its portfolio can be seen here https://www.hardenbrook.group .
Hardenbrook has been operating for over 18 months andthe founders of Hardenbrook, Justin Hanka and Anoosh Manzoori, are thesame founders of MindBio that recently went public. It is expectedthat each portfolio company under Hardenbrook will follow a similarpathway to MindBio. All Blackhawk shareholders will benefit byreceiving new shares each time a portfolio company is listed.Hardenbrook’s goal is to reward Blackhawk shareholders by completingmultiple new spin outs and listings per year.
Blackhawk would also like to announce the resignationsof Fred Pels as CEO and Director and Marc Lowenstein as Non-ExecutiveDirector. The Company would like to thank both for theircontributions. Justin Hanka has been appointed as the CEO of Blackhawkand the Company would also like to announce the new appointments ofAnoosh Manzoori as Non-Executive Director and Chairman, AnthonyHabberfield as Non-Executive Director and John Dinan as Non-ExecutiveDirector.
Anoosh has extensive equity capital markets and M&Aexperience having completed dozens of transactions involving newlistings and private placements in Australia, Canada and UnitedStates. Anthony is an experienced investor and has a senior executive role at the largest insurance company in Australia, wherehe is responsible for the execution of its strategy and transformationprogram.
Justin Hanka, CEO said “The acquisition ofHardenbrook will allow Blackhawk to scale its operations, spin outmore listings and deliver greater value to all shareholders. The boardchanges will strengthen our capability and capacity to grow to createa leading Investment Issuer focused on investing and supportinginnovative portfolio companies from a broad range ofindustries.”
Anoosh Manzoori, Non-Executive Director & Chairmansaid “Hardenbrook seeks opportunities that provide a positive impacton improving health and wellbeing at scale. We want to deliverexceptional results for our shareholders but also ensure our portfoliocompanies improves the lives of their stakeholders andcustomers.”
Pursuant to the terms of a share purchase agreement,dated May 29, 2023, the Company to acquire all of the outstandingshare capital of Hardenbrook Group Pty Ltd to issue 70,000,000 commonshares to the existing shareholders of Hardenbrook at a deemed priceof $0.05 per share and 15,000,000 Warrants with an exercise price of$0.10. No finders’ fees or commissions were paid in connection withclosing of the acquisition. The acquisition of Hardenbrook is subjectto shareholder approval. Further updates will be provided toshareholders.
Background of Blackhawk Growth CorpBoard:
Justin Hanka (CEO)
Justin is an experienced investment bankingprofessional with expertise in local and cross border mergers andacquisitions and capital markets transactions. With over 25 yearshelping early stage disruptive companies grow and achieve their exitobjectives, Justin was previously CEO and senior executive of a numberof high growth early stage companies that have achieved exits forfounders and investors such as iSelect.com.au (ASX: ISU) which debutedon the ASX with a $480 million market cap, and Helpmechoose sold toMortgage Choice, now (ASX: REA). Justin has industry expertise in thehealth and pharmaceutical sector and working with fintechs, insuranceand ecommerce companies. Justin Co-founded MindBio Therapeutics Corp(CSE:MBIO) and serves as a Director and its Chief Executive Officer,is currently Non-Executive Chairman at Blackhawk Growth Corp (CSE:BLR), Non-Executive Director of EonX (CSE: EONX), Non-ExecutiveDirector of EYEfi (CSE:EGTI), and previously was non-executiveDirector of Goldcar, a Europcar company. Justinhas also been a director of a number of health and pharmaceuticalventures including a probiotics manufacturer, Fitness Australia,Fitness Victoria, the Private Health Insurance IntermediariesAssociation and a board advisor to Australian government funded healthcommercialization initiatives.
Anoosh Manzoori (Non-ExecutiveDirector & Chairman)
Anoosh has extensive investment banking experienceacross many verticals. His transactional experience includes equitycapital markets, M&A, and private placements. With over 25 yearsof transactional experience, he has advised several cross-bordertransactions between Australia and Canada and USA. He has completedseveral private placements for many public companies, completedprivate to public M&A between Australia and Canada and the UnitedStates, and has also taken several companies public in North America.Anoosh also has extensive public company and board experience andserves as a director of 5 public companies. Prior to starting hisinvestment banking career, he was awarded the ’EntrepreneurialScholarship’ sponsored by Ernst & Young, The American Chamber ofCommerce and Playford Capital before founding one of Australia’slargest cloud hosting companies reaching over 75,000 customers beforeselling the company to the largest listed software company inAustralia, MYOB Limited in 2008. Anoosh holds a Bachelor of Sciencedegree and a Postgraduate Degree of business Enterprise and is also amember of the Australian Institute of Company Directors.
Anthony Haberfield (Non-ExecutiveDirector)
Anthony brings 25+ years of international experience indeveloping organisational strategy and executing large transformationsin the Financial Services sector across the Asia Pacific region. Hebrings extensive capability in Strategy development, Projectmanagement, Procurement, Commercial management and drivingsimplification of complex businesses via emerging technology. Anthonyholds a Bachelor of Business (Accounting) and an MBA from DeakinUniversity. He is currently a Director on the Strategic Advisory Boardfor Latrobe Business School.
John Dinan (Non-ExecutiveDirector)
Mr Dinan has held positions as CFO and CompanySecretary of listed and unlisted Financial services entities as wellas Infrastructure investment groups. He has also been the chair ofAustralia’s largest superannuation trustee company and also been theChief risk officer of a major listed trustee company. In thiscapacity, he ran the Risk and compliance committees and implementedthe frameworks that ensured compliance with the many ASIC and APRALicenses. Mr Dinan has also been a member of a number of consortiumsthat have bided for public offered infrastructure assets, typicallyheading up the finance and tax streams of the consortiums. A Fellow ofthe Australian CPAs, Mr Dinan resides in Melbourne and is currentlythe CFO of a private family office as well as the company secretary ofa number of entities listed on the Canadian Stock Exchange.
About Blackhawk Growth
Blackhawk is an investment holding company looking tocreate substantial value for its shareholders through the acquisitionand development of high growth companies.
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Cautionary NoteRegarding Forward-Looking Statement
All statements in this pressrelease, other than statements of historical fact, are “forward-looking information”with respect to the Company within the meaning of applicablesecurities laws. The Company provides forward-looking statements forthe purpose of conveying information about current expectations andplans relating to the future and readers are cautioned that suchstatements may not be appropriate for other purposes. By its nature,this information is subject to inherent risks and uncertainties thatmay be general or specificand which give rise to the possibility that expectations, forecasts,predictions, projections or conclusions will not prove to be accurate,that assumptions may not be correct and that objectives, strategicgoals and priorities will not be achieved. These risks anduncertainties include but are not limited those identified andreported in the Company’s public filings under the Company’s SEDARprofile at www.sedar.com. Although the Company has attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookinginformation, there may be other factors that cause actions, events orresults not to be as anticipated, estimated or intended. There can beno assurance that such information will prove to be accurate as actualresults and future events could differ materially from thoseanticipated in such statements. The Company disclaims any intention orobligation to update or revise any forward-looking information,whether as a result of new information, future events or otherwiseunless required by law.
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