Vancouver, B.C., Canada – TheNewswire - February 16, 2021 - Ponderous Panda Capital Corp. ("PPCC") (TSXV:PPCC.P) is pleased to announce that, further to its news release of January 26, 2021, Wild Leaf Ventures Group Inc. (which is expected to change its name to Wildpack Beverage Alberta Inc. and referred to as "Wild") has engaged Stifel GMP (the "Lead Agent") to act as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including Haywood Securities Inc., Roth Canada, ULC, Echelon Wealth Partners Inc. and PI Financial Corp. (collectively, the "Agents") to act on a commercially reasonable best-efforts basis in connection with the previously announced brokered private placement ("Private Placement").

Summary of the Proposed Private Placement

 

Wild has entered into an agreement with Stifel GMP pursuant to which the parties intend to complete a private placement offering of subscription receipts of Wild (the "Subscription Receipts") at an expected price per Subscription Receipt of $0.90 (the "Issue Price"), for aggregate gross proceeds of approximately $10 million, upon terms and conditions to be superseded by a formal agency agreement between Wild, PPCC and the Agents.

 

Each Subscription Receipt is convertible into one unit of Wild (a “Unit”), with each Unit being comprised of a certain number of common shares of Wild (“Common Shares”) and a certain number of Common Share purchase warrants (each whole Common Share purchase warrant, a “Warrant”). At the effective completion of the proposed Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange), the Wild Common Shares and the Wild Warrants acquired upon conversion of each Subscription Receipt will be automatically exchanged for one common share (the “Resulting Issuer Share”) and one-half of one common share purchase warrant (the “Resulting Issuer Warrant”). Each whole Resulting Issuer Warrant shall be exercisable to acquire one Resulting Issuer Share for a period of 24 months following the date of the satisfaction of Escrow Release Conditions (as defined herein) at an exercise price of $1.10. Wild intends to use the net proceeds from the Private Placement for certain capital expenditures, potential acquisitions, working capital and general corporate purposes.

 

The Subscription Receipts (and any securities issuable upon exercise thereof) will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date Wild becomes a reporting issuer in any province or territory of Canada (subject to any control person distribution restrictions) in accordance with National Instrument 45-102 – Resale of Securities. Upon completion of the Transaction and satisfaction of the Escrow Release Conditions, the Resulting Issuer Shares will not be subject to any hold period under applicable Canadian securities laws.

 

The closing of the Private Placement is expected to occur in March 2021 at a date to be determined between Stifel GMP and Wild (the "Closing Date"). On the Closing Date, the net proceeds from the Private Placement (the "Escrowed Funds") together with fifty percent (50%) of the Cash Commission (as defined herein) shall be placed in escrow with a Canadian trust company (the "Subscription Receipt Agent") mutually and reasonably acceptable to Wild and the Lead Agent and invested pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement"), to be entered into by and among Wild, PPCC, the Lead Agent (on its own behalf and on behalf of the Agents) and the Subscription Receipt Agent commensurate with industry norms and including customary escrow release conditions in a form and substance reasonably satisfactory to the Lead Agent (the "Escrow Release Conditions").

 

In connection with the Private Placement, the Agents will be paid fees comprised of: (a) a cash fee (the "Cash Commission") equal to 7.0% of the gross proceeds raised from the sale of Subscription Receipts pursuant to the Private Placement; and (b) compensation units (the "Compensation Units") issued by Wild equal to 7.0% of the total number of Subscription Receipts issued pursuant to the Private Placement. Each Compensation Unit shall entitle the holder to subscribe for Resulting Issuer Shares and Resulting Issuer Warrants equivalent to one Unit at the Issue Price for a period of 24 months following the Closing Date. Fifty percent (50%) of the Cash Commission shall be paid to the Agents on the Closing Date of the Private Placement. The remaining fifty percent (50%) of the Cash Commission will be deposited into escrow on the Closing Date and form part of the Escrowed Funds and shall only be payable upon the satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds. Wild has also granted to the Agents an option, exercisable up to 48 hours prior to the final closing of the Private Placement, to arrange for the purchase up to an additional number of Subscription Receipts equal to 15% of the Subscription Receipts sold pursuant to the Private Placement.

 

Further Information

 

PPCC will issue additional news releases related to the Transaction, the Private Placement and other material information as it becomes available.

 

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction and Exchange acceptance. 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 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release

 

Forward Looking Information

Statements in this press release regarding PPCC's business which are not historical facts, including the price and terms of the Subscription Receipts, the closing of the offering and the name change of Wild are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed Transaction and the Private Placement. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

For further information, please contact:

 

David Smalley

President and Chief Executive Officer

Ponderous Panda Capital Corp.

 

Telephone: (604) 684 4535

Email: david@smalleylawcorp.com

 

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

Not for distribution to U.S. news wire services or for dissemination in the United States