(via TheNewswire)
DOIT is a capital pool company and the Transaction is intended to constitute the Corporation's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the
As of the date hereof, DOIT has
About PFI
PFI was incorporatedby articles of incorporation dated
The management of PFI have over 150 years of combined experience in business, investing, real estate development and hospitality, and PFI is set to carefully grow its portfolio into a network of year-round, family-friendly RV resorts and campgrounds in the most desirable locations.
PFI is taking advantage of the overwhelming trend for Canadians to experience the great outdoors through camping. With 2020 being a record year for RV sales in
"We're looking forward to taking a foothold in the British Columbia RV and campground industry," said
Terms of the Transaction
Pursuant to the terms of the Agreement, DOIT and PFI will complete a business combinationby way of an amalgamation, share exchange, arrangement or other similar form of transactionwhereby DOIT will acquire all the common shares of PFI and the business of PFI will become the business of the resulting issuer ("Resulting Issuer"). Prior to closing, the shares of DOIT will be consolidated on a 2.5:1 basis. The shareholders of PFI will receive 0.513977 post-consolidated common share of DOIT for every common share of PFI currently held (the "Transaction Shares").As of the date hereof, PFI has 25,908,000 common shares outstanding and DOIT has 20,064,350 common shares outstanding. As a result of the Transaction, DOIT anticipates it will issue 13,316,124 Transaction Shares to PFI's current shareholders in consideration of all the current outstanding shares of PFI. The Resulting Issuer will have approximately 21,341,864 outstanding common shares following the completion of the Transaction, excluding Transaction Shares issued by DOIT in consideration for shares issued in the Private Placement (as defined below).It is anticipated that an additional approximately 29,039,000 shares will be issued to shareholders who participate in PFI's Private Placement. The Resulting Issuer will then have approximately 50,381,000 shares outstanding upon completion of the Transaction.
The Transaction Shares will be issued to the shareholders of PFI pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Transaction Shares may be subject to resale restrictions as required under the applicable securities legislation or, if required, the policies of the Exchange. Additionally, upon completion of the Transaction: (i) all DOIT common shares to be issued to the holders of PFI's common shares may be subject to resale restrictions under securities laws and the policies of the Exchange, as applicable, and (ii) all common shares held by Principals (as such term is defined in the policies of the Exchange) of DOIT and the Resulting Issuer will be held in escrow in accordance with the policies of the Exchange.
Immediately before the closing of the Transaction, DOIT will change its name to a new name suitable to the business of PFI.
Upon completion of the Transaction, the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Industrial Issuer on the
Proposed Concurrent Financing
Prior to the closing of the Transaction, PFI intends to complete an equity financing or financings (the "Private Placement") on terms to be negotiated by DOIT and PFI to raise up to
The Common Shares will be offered and sold by private placement in
There are no minimum number of Common Shares or minimum aggregate proceeds required to close this tranche of the Private Placement. Management anticipates that PFI will allocate the net proceeds of thistranche of the Private Placement towards the acquisition and improvement costs related to properties and businesses in its acquisition queue, and general working capital.
Subject to compliance with applicable laws, agents will receive a cash commission equal to 8.0% of the gross proceeds from the Common Shares sold under this tranche of the Private Placement and a number of broker warrants (the "Broker Warrants") equal to 8.0% of the number of Common Shares sold under this tranche of the Private Placement. Each Broker Warrant will be exercisable to purchase one common share of PFI at any time prior to the date that is 24 months from the closing date of this tranche of the Private Placement at an exercise price equal to
Conditions Precedents
Completion of the transaction is subject to a number of conditions precedent that are similar to a transaction of this nature, including but not limited to the following:
a)completion of all due diligence;
b)all necessary approvals of the Exchange and all other regulatory authorities and third parties to the Transaction being obtained;
c)the completion of the Private Placement;
d)receipt of an independent third-party valuation of PFI acceptable to DOIT and PFI; and
e)no material adverse change occurring with respect to DOIT or PFI.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with the Exchange's policies.DOIT intends to apply to the Exchange for a waiver of the Exchange's sponsorship requirements; however, there is no assurance that DOIT will ultimately obtain an exemption or waiver from sponsorship.
Management and Board of Directors
Upon completion of the Qualifying Transaction, it is expected that all members of the DOIT board and certain senior officers of DOIT will resign and the board of directors and management team of the Resulting Issuer will be reconstituted with nominees put forth by PFI, which are expected to include the following:
An entrepreneur and business leader who has built and led successful teams through several growth stages. Joe has been involved with significant fundraising efforts in the capital markets and has served in Sr. Leadership roles such as Executive Vice President and Chief Operating Officer for 1933 Industries Inc
various industries, with a talent for developing, launching and managing businesses. Cam has an extensive history in the hospitality sector where he has owned and operated many successful businesses including restaurants, hotels and resorts.
Stan's an accomplished leader with 20+ years of consulting and senior management experience in the campground and vacation rental industry, with proven success in planning, implementation, management and evaluation of small, medium and large multi-faceted tourism operations.
Darren is a Partner at
capital markets, mergers & acquisitions, financial reporting, auditing, risk management, budgeting, forecasting and international tax planning. Darren has served as Chief Financial Officer for private, TSX, TSX Venture and NYSE listed companies.
Mike owns a private investment and consulting company and has been a director and executive officer of
numerous public companies since 1998. Mike developed and sold Niogold to Osisko Mining and was previously the President, CEO and Founder of Fortuna Silver Mines (FVI.T) where he was integral at building the Company into a silver producer worth over
Trading Halt
Trading in DOIT's shares has been halted, and the halt is expected to remain in place until the Transaction is completed.
General
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 management information circular or 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
We seek Safe Harbor.
For further information, please contact:
Phone: (604) 649-5724
Email:firstsilver@hotmail.com
Phone: (604) 614-0069
Email:ir@pactificfrontier.co
Neither the
Forward-Looking Information Cautionary Statement
This news release contains forward-looking statements relating to the timing and completion of the Transaction, the future operations of the Corporation and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction and the future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by the Corporation with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. As a result, the Corporation cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Corporation will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
In the case of PFI, this news release includes certain "forward-looking statements" which are particular to PFI and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe PFI's future plans, objectives or goals, including words to the effect that PFI or its management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to PFI, PFI provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, PFI's objectives, goals or future plans, statements, its projected revenues and earnings, and anticipated future growth in new markets. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the ability of the PFI to successfully implement its development strategy and whether this will yield the expected benefits; competitive factors in PFI's industry sector; the success or failure of product development programs; currently existing applicable laws and regulations or future applicable laws and regulations that may affect PFI' s business; decisions of regulatory authorities and the timing thereof; Covid-19 related risks, availability of properties; the economic circumstances surrounding PFI's business, including general economic conditions in
Copyright (c) 2020 TheNewswire - All rights reserved.
Copyright (c) 2020 TheNewswire - All rights reserved., source