Lifestyle Global Brands Ltd. and Connection Services Group Inc. Announce Letter of Intent for Sale of Hong Kong Holding Company
Calgary, Alberta--(Newsfile Corp. - July 2, 2021) - Lifestyle Global Brands Limited (TSXV: GBE) ("Lifestyle Global"or the "Company") is pleased to announce that that it has entered into an agreement with Connection Services Group Inc. ("CSG") dated June 19, 2021 ("LOI") for a business combination between the Hong Kong holding corporation and CSG (the "Proposed Transaction").
CSG is an arm's length privately held company, incorporated under the laws of the Province of British Columbia. Lifestyle Global will spin out its existing assets via a plan of arrangement and continue its business and its listing on the TSXV. In connection with the business combination with CSG, the Hong Kong holding corporation will be delisted and will apply to relist on the TSXV.
The LOI sets forth, in general terms, the basic terms and conditions upon which Lifestyle Global and CSG will combine their business operations resulting in a reverse takeover (RTO) of Lifestyle Global by CSG and its shareholders.
In a separate agreement (details below) CSG has entered into a 4G LTE mobile telecommunications venture to acquire a 70% equity interest to buildout and operate a mobile network operator in West Africa. CSG intends to pursue similar opportunities elsewhere in fast-growing markets in Africa.
Sammy Boakye, President & Director of CSG highlighted the growth opportunity offered in West Africa's telecoms sector: "West Africa is a prosperous region with fast-growing consumer demand for mobile telephony and data services. Sierra Leone in particular is a peaceful democratic country with a positive economic trajectory. CSG has its eyes on similar growth opportunities in West Africa. We are excited to work with Lifestyle Global on the transaction and the proposed listing of our telecoms venture on the TSX Venture."
James Varanese, Chairman of Lifestyle Global commented: "We are pleased to work with the team at CSG to bring this telecoms opportunity to the market by the proposed listing on the TSX Venture. Our prior experience in West Africa has made us aware of its attractive combination of stability and economic growth. Since 2002 Sierra Leone's economy has grown steadily, with annual rates of real GDP growth between 4% and 7%. After a relatively mild covid contraction in 2020, Sierra Leone is poised to continue to prosper."
Connection Services Group Transaction in West Africa
Connection Services Group Inc. has entered into definitive share purchase agreement ("DSPA") with Blue Ribbon Solutions Limited ("BlueRibbon") on May 14, 2021. BlueRibbon is a corporation incorporated under the Companies Act 2009 of the Republic of Sierra Leone, located in West Africa. Subject to terms of the DSPA, CSG will acquire 70% of the issued and outstanding common shares of BlueRibbon (the "BlueRibbon Shares").
BlueRibbon is a 4G LTE Mobile Network Operator based in Sierra Leone. BlueRibbon is building and will be operating a mobile network to provide mobile voice and data services, residential and business broadband, and video on demand services (the "Business") throughout Sierra Leone, West Africa.
Terms of Sale of the Hong Kong Holding Corporation and its Application to Relist
As described in the LOI, it is intended that CSG and Lifestyle Global will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement, or other similar form of transaction (collectively, the forgoing with any related transaction, the "Transaction") which will result in CSG and all of its subsidiaries and affiliates becoming directly or indirectly wholly owned subsidiaries of Lifestyle Global.
Subject to the completion of satisfactory mutual due diligence by Lifestyle Global and CSG, and pursuant to the terms and conditions of the LOI, Lifestyle Global and CSG will enter into a definitive agreement (the "Definitive Agreement").
The Company and CSG agree, however, that the final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice. The business combination will result in a reverse takeover of Lifestyle Global by CSG and its shareholders. The issuer resulting from the Transaction will carry on the business currently carried on by CSG.
Lifestyle Global and CSG have agreed to work to achieve a closing of the Transaction on or before August 31, 2021, or such other date as mutually agreed by both parties.
The shareholders of Lifestyle Global have approved the continued listing of its mineral exploration assets on the TSX.V in parallel with the Transaction.
The LOI was approved by the Board of Directors of Lifestyle Global and approved by the Board of Directors of CSG.
If and when a Definitive Agreement between Lifestyle Global and CSG is executed, Lifestyle Global will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction.
Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction will be completed as proposed or at all.
Lifestyle Global will provide further details in respect of the Transaction in due course by way of press release. Lifestyle Global will make available all information including financial information as required by applicable regulatory authorities and will provide, in a press release to be disseminated at a later date, the required disclosure.
All information contained in this press release with respect to CSG and Lifestyle Global was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
About Connections Services Group
Connection Services Group is a telecom management company with extensive experience in the development and provision of mobile voice and broadband data services, including the acquisition and distribution of media and applications.
The CSG team is comprised of senior-level professionals, who for many years have demonstrated their ability to create and operate successful enterprises in the cellular, satellite, cable, and wireless industries. The increase in connectivity within Africa is being driven by mobile broadband services that is presenting a vast market opportunity for CSG.
Connection Services Group is acquiring majority ownership of Blue Ribbon Solutions Limited, a Mobile Network Operator (MNO) awarded a national telecom license to provide Voice and Broadband Internet Services throughout the Republic of Sierra Leone.
About Lifestyle Global
Lifestyle Global is incorporated in Hong Kong as a public company. The Company focusses on mineral exploration in West Africa. The Company's common shares are listed for trading on the TSX Venture Exchange under the symbol "GBE.V". Lifestyle Global is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, and Ontario.
This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. Lifestyle Global will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Acquisition and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ON BEHALF OF THE BOARD OF DIRECTORS
For further information please contact:
Lifestyle Global Brands Limited
Ian Harris, CEO and Director
Telephone: +1 303.956.2944
Connection Services Group Inc.
Sammy Boakye, President & CEO
Telephone: +1 682.465.1788
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to 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", an 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 statements. In this news release, forward-looking statements relate, among other things, to the terms and conditions of the Proposed Transaction, the plan of arrangement/spinout, the listings of CSG and Lifestyle Global, the execution and timing of a definitive agreement, the CSG Transaction and the business and operations of Lifestyle Global, CSG, and BlueRibbon, as the case may be. This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include but are not limited to, the ability of Lifestyle Global and CSG to complete the CSG Transaction, the ability of the existing business to remain listed on the TSXV and meet the continued listing requirements, the ability of Lifestyle Global to rely on prior approvals for the spinout transaction, the ability for CSG to raise capital, BlueRibbon Transaction in a timely manner; the completion of satisfactory due diligence by the Company in relation to the Proposed Transaction; the satisfactory fulfilment of all of the condition's precedent to the Proposed Transaction; the receipt of all required approvals for the Proposed Transaction; market acceptance of the Proposed Transaction. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to, general business, economic, competitive, political, and social uncertainties; general capital market conditions and market price for securities; and the delay or failure to receive board, shareholder, court, or regulatory approvals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law neither Lifestyle Global, CSG, nor BlueRibbon assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
/NOT FOR DISSEMINATION DIRECTLY, OR INDIRECTLY IN THE UNITED STATES/
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