Field Safe Solutions Inc. cancelled the acquisition of Sayward Capital Corp. (TSXV:SAWC.P) in a reverse merger transaction.
Upon the closing of the Qualifying Transaction, it is anticipated that Michael Heier as Chair, Cameron Barrett, Gerald Catenacci, David Eastham, Bill Giese and Sarah Gingrich will constitute the Board of Directors of the Resulting Issuer. It is also anticipated that the new senior management team of Resulting Issuer will be comprised of Cameron Barrett as Chief Executive Officer, Danny Hay as Chief Financial Officer, Craig Croney as Senior Vice President, Operations, Trina McKay as Corporate Controller and Perry Feldman as Corporate Secretary. Sayward completed its initial public offering of 5,000,000 Sayward Shares on July 19, 2021. Sayward currently has
8,000,000 Sayward Shares issued and outstanding, 500,000 Sayward Agent's Warrants outstanding and 800,000 Sayward Options outstanding. At the Sayward Shareholders' Meeting, the Sayward Shareholders approved, among other things, the Consolidation such that Sayward will have approximately 155,914 Sayward Consolidated Shares outstanding. In connection with the Consolidation, the Sayward Agent's Warrants and the Sayward Options shall be consolidated in accordance with their terms such that up to 9,745 post-Consolidation Sayward Agent's Warrants and 15,591 post-Consolidation Sayward Options will be outstanding after the Consolidation. Pursuant to the Amalgamation Agreement, Sayward has agreed to take certain steps to effect the exercise of the Sayward Options and the Sayward Agent's Warrants prior to the Effective Date. As a result, upon completion of the Consolidation, Sayward is expected to have approximately 181,250 Sayward Consolidated Shares outstanding immediately prior to the Amalgamation.
The transaction is subject to execution of a binding definitive agreement relating to the transaction, Exchange acceptance and, if applicable pursuant to Exchange requirements, completion of the Field Safe Private Placement, receipt of the requisite approvals and completion of the Consolidation, court approvals, third party consents, listing of shares to be issued upon completion of the transaction, the requisite approval of the Field Safe Shareholders, the TSXV Escrow Agreement shall have been entered into with all of the Persons required to be parties thereto under the policies of the TSXV, the resignation of Rick Manhas as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of Sayward, and of each of Rick Manhas, Luke Caplette and Jason Joseph as directors of Sayward, Dissent Rights shall not have been exercised by Field Safe Shareholders in respect of a total number of Field Safe Shares which exceeds 10% of the outstanding Field Safe Shares, Field Safe and Sayward boards of directors approve the transaction, shareholder approvals and majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. Certain conditions have been met, including satisfactory completion of due diligence. Sayward Capital shareholders approved the name change and consolidation of the shares in connection with the transaction. Sayward as it exists upon completion of the transaction will continue the business of Field Safe. As of December 7, 2021, the shareholders of Field Safe approved the transaction. As of November 2, 2021, parties extended the outside date for the completion of the transaction to December 17, 2021. As of November 24, 2021, Field Safe has launched a private placement for gross proceeds of approximately CAD 10 million. Ravi Latour of Borden Ladner Gervais LLP is acting as legal advisor to Sayward. Perry Feldman of Fasken Martineau DuMoulin LLP acted as legal advisor to Field Safe.
Field Safe Solutions Inc. cancelled the acquisition of Sayward Capital Corp. (TSXV:SAWC.P) in a reverse merger transaction on March 24, 2022. The acquisition was terminated due to unfavourable market conditions affecting Field Safe.