NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Collingwood, Ontario, May 10, 2021 – 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.
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.
For more information, contact:
Investor Relations: Bill Mitoulas
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 future events 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.