Karsten Announces Entry into Definitive Agreement for Reverse Takeover by Final Bell Holdings, Inc. and Name Change
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VANCOUVER, BC / ACCESSWIRE / October 14, 2021 / Karsten Energy Corp. ("Karsten" or the "Company") is pleased to announce that, further to its press release dated May 11, 2021, it has entered into a definitive share exchange agreement (the "Agreement") with Final Bell Holdings, Inc. ("Final Bell") and the shareholders of Final Bell with respect to the proposed business combination between the Company and Final Bell, a leading provider of end-to-end products and expertise to leading cannabis brands.
In connection with entering into the Agreement, Karsten expects to change its name to "Final Bell Holdings International Ltd.". It is also issuing an additional $0.8 million of subordinated convertible notes for general corporate purposes. Pursuant to the Agreement, on closing the board of directors of the Company will be reconstituted to consist of directors approved by Final Bell.
Per the Agreement, Karsten will acquire all of the currently outstanding shares of Final Bell in exchange for approximately 0.87 newly created proportionate voting shares of Karsten for each share of Final Bell. The Company currently expects that approximately 1,873,101 proportionate voting shares of the Company will be issued pursuant to the transaction.
The transactions under the Agreement are subject to customary conditions, including, among other things, the listing of the Company's shares on the Canadian Securities Exchange.
In connection with the Agreement, Karsten expects to call a meeting of its shareholders to amend its share capital such that its common shares will be known as subordinate voting shares and to create a new class of shares, known as proportionate voting shares. The proportionate voting shares and subordinate voting shares will have the same rights, be equal in all respects and will be treated by the Company as if they were shares of one class only. Proportionate voting shares will at any time, at the option of the holder, and subject to certain conditions, be convertible into subordinate voting shares at a ratio of 100 subordinate voting shares for each proportionate voting share. Prior to conversion, each proportionate voting share will carry 100 votes per share (compared to one vote per subordinate voting share).
Further details of the Agreement and the business and operations of Final Bell will be included in a listing statement to be prepared and filed with the Canadian Securities Exchange by Karsten. Closing of the transaction is currently expected to occur in the first quarter of 2022.
About Final Bell
Final Bell is a privately held company that provides end-to-end services, products, and expertise to third party cannabis brands. Through its network of subsidiaries, Final Bell represents a new paradigm for the legal cannabis industry: the ability to fully outsource production and manufacturing of state-of-the-art hardware, child-resistant packaging, licensed co-manufacturing, and retail sales support. Final Bell has operated in the legal cannabis space for years, honing our expertise and developing specialized equipment, innovative technology, and proprietary processes. Final Bell services clients that produce the highest quality, small-batch products, as well as those that produce products at high volume - a testament to its ability to develop tailor-made solutions for any client which increase efficiency and exceed expectations.
About Karsten Energy Corp.
The Company's shares were voluntarily delisted from the NEX Board of the TSX-V on April 30, 2021. Prior to entering into the investment agreement announced in the Company's news release dated May 11, 2021, the Company was inactive and seeking to acquire or otherwise transact with a new business or company.
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Chief Executive Officer
All information contained in this press release with respect to the Company and Final Bell and/or its subsidiaries was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on Final Bell for any information concerning it or its subsidiaries.
This press release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur and in this press release include statements respecting the transactions provided for in the Agreement, including the expected completion thereof, the proposed application to list the Company's shares, the parties' ability to negotiate and execute definitive agreements respecting such transactions and/or satisfy closing conditions and receive necessary approvals and the future plans and objectives of the Company and Final Bell. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information, including, without limitation, that the parties may be unable to finalize and execute a definitive agreement and any inability of the parties to satisfy the conditions under the Agreement or to list the Company's shares. There can be no assurance that the transactions contemplated in the Agreement will occur or that, if the any do occur, they will be completed on the terms described above. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, opinions or assumptions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
SOURCE: Karsten Energy Corp.
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