Whatcom Capital Corp. (TSX-V: WHAT.P) ('Whatcom' or the 'Company') is pleased to announce that it has entered into a letter of intent dated July 28, 2020 (the 'LOI') with NEXE Innovations Inc. ('NEXE') regarding a proposed transaction to acquire all of the issued and outstanding securities of NEXE (the 'Transaction').
Upon completion of the Transaction, the combined entity (the 'Resulting Issuer') will continue the business of NEXE as a 'technology' issuer. The Transaction is intended to constitute the 'Qualifying Transaction' of Whatcom, as such a term is defined in Policy 2.4 - 'Capital Pool Companies' of the TSX Venture Exchange (the 'Exchange').
The proposed Transaction is an Arm's Length Qualifying Transaction pursuant to the policies of the Exchange and, as such, the Company is not required to obtain shareholder approval for the proposed Transaction. Darren Tindale, Whatcom Capital Corp., CEO, commented, 'We are excited to become a player in the plant-based revolution. NEXE has commenced commercialization of the fully compostable coffee capsule for the K-Cup format and has entered the pre-commercial phase of the Nespresso format. With a significant IP portfolio, NEXE also aims to be an innovator of other plant-based, non-coffee-based products. With funded capacity nearing a quarter billion pods, we anticipate 2021 to be an exciting year for all our current and future stakeholders. Additionally, we see the potential of NEXE becoming an innovative materials company through their inhouse R&D lab and their reach into the consumer-packaged goods (CPG) sector to develop future products, SKUs, and continued intellectual property.' Darren Footz, founder and CEO of NEXE Innovations Inc. commented, 'This transaction marks a team effort spanning 5 years and over CAD $15m of invested capital to develop a coffee capsule that is truly differentiated. Our POD has passed scientific tests for eco-toxicity, industrial tests for compostability, and consumer 'pour-over' tests that show our product(s) meet commerciality requirements of the premium, ethical coffee producers who are looking for a smart alternative to the plastic pods that currently litter landfill and oceans. In addition, we look forward to launching other plant-based formats and innovations in other sectors.'
About NEXE Innovations Inc.
NEXE Innovations (formerly known as G-PAK Technology Inc.) is a private British Columbia-based advanced materials company has developed a fully compostable (plant-based) single-serve coffee pods for usage in existing major single-serve coffee machines. Incorporated on April 27, 2015, NEXE purchased its facility in Surrey, British Columbia in 2016. Since then, NEXE has gone on to purchase a variety of equipment to roast, produce and package coffee into the Company's proprietary and fully compostable single serve beverage capsules, known as the NEXE POD. NEXE believes that the NEXE POD can eradicate the waste created by single serve pods. NEXE's goal is to attract and sustain a significant portion of the single serve pod market, as there is a growing demand for environmentally friendly and sustainable products, brands will continue to shift to environmentally sustainable solutions for pods for Keurig and Nespresso single serve brewing systems.
Contact:
Tel: (604) 376-3567
Email: stonerockltd@gmail.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities law and may not be offered or sold in the 'United States', as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. 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 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 news release.
Forward-Looking Statements
Certain statements in this release are forward-looking statements or information, which include completion of the proposed Transaction and related financing, development of technologies, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as 'may', 'expect', 'estimate', 'anticipate', 'intend', 'believe' and 'continue' or the negative thereof or similar variations. 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 Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information. There can be no assurance that the proposed Transaction or Concurrent Financing will be completed or, if completed, will be successful. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
WHATCOM CAPITAL CORP. 