LL One and Limestone Boat Company enter into LOI for Proposed Qualifying Transaction
Not for distribution to United States newswire services or for dissemination in the United States.TORONTO, Oct. 13, 2020 (GLOBE NEWSWIRE) — LL One Inc. (TSXV: LLO.P) (“LL” or the “Company”) and The Limestone® Boat Company Inc. (“LBC” or “Limestone”) are pleased to announce that they have entered into a non-binding letter of intent dated October 9, 2020, pursuant to which LL and LBC intend to complete a business combination or other similarly structured transaction which will constitute a reverse take-over of LL (the “Transaction”). It is intended that the Transaction will be an arm’s length “Qualifying Transaction” for LL, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV”).About The Limestone® Boat CompanyFor 35 years, Limestone® has been a heritage brand primarily recognized in Coastal New England and the Canadian & US Great Lakes regions. The model designs were originally developed by renowned yacht designer Mark Ellis of Essex, CT. Ellis’ body of work includes an impressive number of highly successful power and sail designs for both series production and custom building. Ellis has been active for 45 years designing and developing the iconic Limestone® powerboat brand, as well as many others, including well-known sailboats. Limestones have been built in the Great Lakes region since the mid 1980s. Over time, these Limestone® models would undergo a series of enhancements throughout their production phases. As the models evolved, customers took notice with credit to the manufacturer’s dedication to quality, durability and functionality that ultimately created a cult-like following. In 2020, marine industry veteran Scott Hanson and his partners completed the acquisition of the global manufacturing and Limestone® branding rights from Mark Ellis Design LLC and created the Limestone® Boat Company. Hanson and his team have also engaged Ellis to be involved with the evolution of existing designs and new model creations as they move the brand forward. Hanson holds an honors degree in Marine Design, Engineering and Boatbuilding from the Landing School in Kennebunk, Maine. He brings a deep background of expertise to Limestone® with 30+ years of marketing and business management experience. Today, Limestone® embarks on a new, calculated course with a nod to its heritage and with an eye to its future. Model enhancements and improvements, and exciting changes are taking place as we speak.The TransactionThere are no relationships between any non-arm’s length party of LL and LBC or its assets. A comprehensive news release will be issued by LL and LBC setting out the terms of the Transaction, which shall include information about LL upon closing of the Transaction and the proposed financing of LBC in connection with the Transaction (the “Concurrent Financing”).Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The proposed Transaction may require sponsorship and LL plans to provide a news release update should a sponsor be retained. LL’s shares will be halted from trading as a result of the announcement of the proposed Transaction. LL expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction.Cautionary Note Regarding Forward Looking InformationThis press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Concurrent Financing will be completed on acceptable terms or at all; all applicable shareholder, and regulatory approvals for the Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.For further information contact:LL One Inc.
Alan Gertner, Director
e: alangertner@hey.comTelfer Hanson
Chairman, The Limestone® Boat Company.
p: 416-230-3003
e: telfer@limestoneboats.comThis news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.All information provided in this press release relating to LBC has been provided by management of LBC and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a definitive agreement with LBC with respect to the Transaction (the “Definitive Agreement”), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 release.
Alan Gertner, Director
e: alangertner@hey.comTelfer Hanson
Chairman, The Limestone® Boat Company.
p: 416-230-3003
e: telfer@limestoneboats.comThis news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.All information provided in this press release relating to LBC has been provided by management of LBC and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a definitive agreement with LBC with respect to the Transaction (the “Definitive Agreement”), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 release.
