Pontus Completes Qualifying Transaction with AmWolf Capital Corp. and $3,244,899 Concurrent Financing

Posted on January 26, 2021

VANCOUVER, BC, Jan. 26, 2021 /CNW/ – Pontus Protein Ltd. (“Pontus” or the “Company“) (TSXV: HULK), formerly known as “AmWolf Capital Corp.” (“AmWolf“), is pleased to announce that it has completed its previously announced Qualifying Transaction, as defined under TSX Venture Exchange (the “Exchange“) Policy 2.4 – Capital Pool Companies (“Policy 2.4“), with 42 Protein Corp. (“42 Protein“), formerly known as “Pontus Water Lentils Ltd.”, and 1253044 B.C. Ltd. (“NewCo“), a wholly-owned subsidiary of AmWolf (the “Transaction“), and, in connection therewith, the closing of a $3,244,899 concurrent financing (the “Concurrent Financing“).

“With the surge in market demand over the past year for plant-based and alternative protein products, we are very excited to have completed the Transaction with AmWolf and to be listing on the Exchange,” said Connor Yuen, Chief Executive Officer of Pontus. “We believe that the listing of our shares with the Exchange will enable us to increase awareness of Pontus and our incredible Pontus Protein Powder, as well as enhance our ability to meet the growing demands of this emerging market”.

In connection with the Transaction, the Company changed its name to “Pontus Protein Ltd.” from “AmWolf Capital Corp.” and its common shares (each, a “Share“) are expected to commence trading on the Exchange on or about January 28, 2021 under the symbol “HULK”.

Concurrent Financing

The Company is also pleased to announce that, further to its news releases dated August 14, 2020, November 27, 2020, December 2, 2020, and December 11, 2020, the Company has raised $3,244,899 pursuant to the Concurrent Financing with the issuance and sale of 21,632,665 units (each, a “Unit“) at a price of $0.15 per Unit. Each Unit consists of one Share and one Share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder thereof to purchase one additional Share (each, a “Warrant Share“) at an exercise price of $0.30 per Warrant Share for a period of two years from the date of closing. The Warrants are also subject to an acceleration provision whereby the expiry of Warrants may be accelerated in the event the daily trading price of the Shares equals or exceeds $0.50 on the Exchange (or such other exchange on which the Shares may be traded) for 20 consecutive trading days after the date that is four months and one day from the closing of the Concurrent Financing, whereby the Company may accelerate the expiry date of the Warrants by giving notice via news release to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which the news release is disseminated (the “Acceleration Provision“).

In connection with the closing of the Concurrent Financing, the Company paid cash finder’s fees of $195,531 and issued 1,303,546 non-transferable share purchase warrants (each, a “Broker Warrant“) which entitle the holder thereof to acquire one Share at a price of $0.30 per Share for a period of two years.

All securities issued pursuant to the Concurrent Financing (including the Broker Warrants) are subject to a statutory hold period of four months and a day. 

Qualifying Transaction

The Company completed the Transaction pursuant to the terms and conditions of an amalgamation agreement dated July 28, 2020 (the “Amalgamation Agreement“) among Pontus, 42 Protein and NewCo, pursuant to which AmWolf acquired all of the outstanding securities of 42 Protein in exchange for securities of the Company. On the closing of the Transaction (the “Closing“), all of the issued and outstanding securities of 42 Protein were exchanged for corresponding securities of AmWolf on the terms of the Amalgamation Agreement, with the underlying securities of 42 Protein being cancelled and the following securities of the Company being issued to the former security holders of 42 Protein: an aggregate of 31,195,087 Shares to the former shareholders of 42 Protein, and warrants to acquire an aggregate of 3,966,910 Shares were issued to the former warrant holders of 42 Protein. Pursuant to the terms of a finder’s fee agreement dated July 28, 2020, two arm’s length finders (together, the “Finders“) were issued an aggregate of 1,550,000 Shares in connection with the Transaction.

The Company also entered into a Value Security Escrow Agreement (the “Escrow Agreement“) with TSX Trust Company and certain shareholders of 42 Protein as required by the policies of the Exchange. Pursuant to the Escrow Agreement, an aggregate of 26,628,333 Shares (collectively, the “Escrow Shares“) issued to certain Insiders (as defined under Exchange Policy 1.1 – Interpretation) and former shareholders of 42 Protein prior to the Transaction will be held in escrow. Ten percent of the Escrow Shares were released on the issuance of the Final Exchange Bulletin in connection with the Closing, and an additional 15% of the Escrow Shares will be released every six months thereafter with the final balance being released on the date that is 36 months from the Closing. In addition, 1,667 Warrants issued held by a certain Insider are also subject to the Escrow Agreement, to be release in accordance with the aforementioned release schedule.

In connection with the Closing, the Company concurrently granted incentive stock options (collectively, the “Options“) to certain directors, officers and consultants to purchase up to 5,570,000 Shares, which are exercisable at a price of $0.15 per Share for a period of two years from the date of grant. All Options vested immediately on the date of grant.

For additional information regarding the Transaction, please refer to the Company’s Filing Statement dated November 30, 2020 (the “Filing Statement“), which is available under the Company’s profile on SEDAR.

Directors, Officer and Insiders of the Company

About Pontus Protein Ltd.

Pontus Protein Ltd. is a Vancouver, B.C. based agricultural technology company that will enable millions to rethink their food choices while helping people do the world a world of good. By offering sustainably grown plant based food options that are nutritious and delicious, we’re helping this kind of diet become the norm.

Pontus is reinventing agriculture with their proprietary Closed Environment Vertical Aquaponic System (CEVAS) – the farming of the future. Pontus specializes in the indoor vertical farming of water lentils that use 95% less water than traditional agriculture and no pesticides or chemicals. Pontus is committed to solving the global food crisis by providing access to sustainable indoor biosecure pure plant based proteins. Pontus’ water lentils can be harvested every 24 hours, exceed organic certification, and can be grown in any climate in a relatively small area. Our water lentil protein is filled with antioxidants, minerals, vitamins and all the amino acids, making a complete protein food source. Pontus aims to revolutionize the plant based sector as the entire sector is currently based on two main protein sources: soy and pea. Water lentil protein is far superior to pea and soy protein. It contains over 40% protein vs. 5-36% protein*, and Pontus aims to be the base protein for plant based food products, leading to the movement transitioning the world from meat based to plant based proteins. 

To learn more, please visit www.pontuswaterlentils.com.

On behalf of the Board of Directors

“Connor Yuen”

Connor Yuen, CEO
Pontus Protein Ltd. 

Contact Information

For more information, please contact: 

Connor Yuen Chief
Executive Officer 

For further information:

Investor Relations or Media enquiries:

(403) 589-7992 

Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the anticipated use of proceeds of the Offering, Including those from the Second Tranche, by the Company and Pontus’ ability to revolutionize the plant based sector and enable millions to rethink their food choices. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. These risks include, but are not limited to, the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic, the failure of Pontus to receive TSX Venture Exchange approval for the closing of the remainder of the Offering, Pontus’ inability to close further tranches of the Offering, the failure of Pontus to receive the necessary approvals from the Canadian Food Inspection Agency for its products and facilities, the inability to complete Pontus’ Surrey Facility, as well as other general business, economic, or market related risks beyond the director control of the Company and which may affect the Company’s business, operations, or products. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information. 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.