(TheNewswire)
Toronto, Canada – TheNewswire - March 28 , 2023 – PlantFuel LifeInc (“ PlantFuel ” or the “ Company ”) (CSE:FUEL ) , ( OTC:PLFLF ) , ( FSE:BR1B) is pleased toannounce that it has entered into a definitive business combinationagreement dated March 27 ,2023 (the “ DefinitiveAgreement ”) with 1402105 B.C. Ltd. dbaBeeImmune (“ BeeImmune ”) and 1406733 B.C. Ltd.(“ Subco ”), a wholly-owned subsidiary of the Company, pursuant towhich the Company will acquire all of the issued and outstandingshares of BeeImmune (the “ Transaction ”).
In accordance with the terms and conditions of theDefinitive Agreement, the Transaction will be completed by way of athree-cornered amalgamation, whereby, among other things: (a) Subcowill amalgamate (the “ Amalgamation ”) with BeeImmune to form anamalgamated company (“ Amalco ”); (b) all of the issued andoutstanding common shares of BeeImmune will be exchanged for commonshares of the Company (“ Common Shares ”) on a 1:1.045 basis; and (c)Amalco will become a wholly-owned subsidiary of the Company. Upon thecompletion of the Transaction, it is expected that existingshareholders of the Company will collectively hold approximately 55.2%of the Common Shares and that former shareholders of BeeImmune willcollectively hold approximately 44.8% of the Common Shares. BeeImmune,an arm’s length party to the Company, is in the business of producing and selling branded bee pollen. Following the completion of the Transaction, theCompany will combine its business operations with that ofBeeImmune.
“The BeeImmune team is looking forward to workingcollectively with PlantFuel toward strategic development of theirbusiness lines and creating increasing value for shareholders of bothcompanies,” said Connor Yuen, the Chief Executive Officer and adirector of BeeImmune.
Brad Pyatt, the Chief Executive Officer and a directorof the Company, commented “The combination of the two organizationsallows for a synergistic portfolio of products and our ability toreach new segments in the rapidly expanding segment of bee pollen. Plantfuel has demonstrated that its formulations continue to appealto a the health conscious consumer that is looking for plant basedalternatives, and BeeImune fits perfectly with ourstrategy .”
Following the completion of the Transaction, and inaccordance with the terms of the Definitive Agreement, George Scorsiswill resign from the board of directors of the Company and CassidyMcCord will be appointed as a director. Ms. McCord will be anindependent director for the purposes of Canadian securities law andis a seasoned capital markets professional and businesswoman who hasamassed a multitude of operational and capital markets experiencethroughout her career. Ms. McCord has extensive experience as thedirector of public companies and is currently a director of HaloCollective Inc., a NEO exchange listed issuer. Ms. McCord has anextensive network and has invaluable experience in the biotech andlife sciences markets, having worked for a Canadian licensed cannabisproducer in addition to operational and management experience at aCanadian cannabis clinic. She has been instrumental in developing andsucceeding various start-up companies and restructuring pre-existingoperational companies, with specialties including corporationreorganization, business development, retail, and sales. She mostrecently managed and held C-level positions for several publicentities that are leaders in the plant-based industry. Ms. McCord hasheld progressively senior roles throughout her career and has heldmultiple board positions for public companies in the cannabis, food,and mining sectors.
The completion of the Transaction is subject to anumber of customary conditions precedent, including the receipt of anyrequired regulatory approvals, the requisite approval of theshareholders of BeeImmune and Subco to the Amalgamation, and theresignation of George Scorsis and appointment of Cassidy McCord as anindependent director of the Company.
The closing of the Transaction is expected to occur onor around April 3, 2023.
About PlantFuel Life Inc.
PlantFuel is a scientifically focused, plant-basedwellness company managed by successful entrepreneurs with extensiveexperience in the areas of consumer-packaged goods, manufacturing,logistics, and distribution.
Visit PlantFuel online at https://plantfuel.com/ .
ON BEHALF OF THE BOARD
Brad Pyatt
Chief Executive Officer
Investor Contact:
Brad Pyatt
P: 1-888-630-6938
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-lookinginformation” and “forward-looking statements” within the meaningof applicable Canadian and United States securities laws(collectively, “ forward-looking information ”).Forward-looking information are often, but not always, identified bythe use of words such as “seek”, “anticipate”, “believe”,“plan”, “estimate”, “expect”, “likely” and“intend” and statements that an event or result “may”,“will”, “should”, “could” or “might” occur or beachieved and other similar expressions. Forward-looking information inthis press release includes, without limitation, statements relatingto the Transaction, including the Amalgamation; the timing andpotential completion of the Transaction; the receipt of all applicableapprovals in connection with the Transaction, including the requisiteapproval of the shareholders of BeeImmune and Subco to theAmalgamation; and the expectations of management of the BeeImmunebrand and the Company’s business and strategic plans.
Developing forward-looking information involvesreliance on several assumptions and considerations of certain risksand uncertainties, some of which are specific to PlantFuel and othersthat apply to the industry generally.
The risk factors and uncertainties that could causeactual results to differ materially from the anticipated results orexpectations expressed in this press release, include, withoutlimitation: uncertainty regarding the ability of PlantFuel andBeeImmune to satisfy the conditions to closing of the Transaction,including obtaining approval of the shareholders of BeeImmune andSubco to the Amalgamation on a timely basis, or at all; that theTransaction may not be completed on the terms and timeline indicated,or at all; additional financing requirements; adverse marketconditions; and other risk factors described from time to time inPlantFuel’s OTC and Canadian securities filings. For additionalinformation about assumptions and risks and uncertainties applicableto PlantFuel, please refer to PlantFuel’s listing statement datedAugust 22, 2019 which is available on PlantFuel’s SEDAR profile at www.sedar.com .
Readers are cautioned to consider these and otherfactors, uncertainties and potential events carefully and not to putundue reliance on forward-looking information. The forward-lookinginformation contained herein is made as of the date of this pressrelease and is based on the beliefs, estimates, expectations andopinions of management on the date such forward-looking information ismade. The Company undertakes no obligation to update or revise anyforward-looking information, whether as a result of new information,estimates or opinions, future events or results or otherwise or toexplain any material difference between subsequent actual events andsuch forward-looking information, except as required by applicablelaw.
The CSE has neither approved nor disapproved thecontents of this news release. Neither the CSE nor its MarketRegulator (as that term is defined in the policies of the CSE) acceptsresponsibility for the adequacy or accuracy of this release.
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