Column Capital Corp. and Largo Physical Vanadium Corp. Announce Execution of Definitive Agreement for Proposed Qualifying Transaction and Closing of Largo Physical Vanadium Corp. Subscription Receipt Financing
Vancouver, British Columbia--(Newsfile Corp. - April 19, 2022) - Column Capital Corp. (TSXV: CPC.P) ("Column") and Largo Physical Vanadium Corp. ("LPV") are pleased to announce that, further to their joint press releases dated February 2, 2022 and February 24, 2022, they, together with 1356909 B.C. Ltd. ("Subco"), a wholly owned subsidiary of Column, have entered into a definitive agreement dated April 14, 2022 (the "Definitive Agreement"), which sets out the terms and conditions of a three-cornered amalgamation that will result in Column acquiring all of the issued and outstanding securities of LPV in exchange for securities of Column and will result in a reverse-takeover of Column by LPV (the "Transaction"). It is anticipated that the Transaction will constitute the Qualifying Transaction (as such term is defined in Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV")) of Column and Column is seeking conditional acceptance from the TSXV in respect thereof.
Concurrently with the Transaction, Column intends to consolidate the common shares of Column (the "Column Shares") on a 7.547 to 1 basis (the "Consolidation") and change its name to "Largo Physical Vanadium Corp." or such other similar name as may be accepted by the relevant regulatory authorities and agreed to by LPV, acting reasonably (the "Name Change"). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") is expected to (a) carry on the LPV's business of investing in physical vanadium or commercial vanadium products; and (b) qualify as a Tier 1 "Investment" issuer (as such term is used in Policy 2.1 - Initial Listing Requirements of the Corporate Finance Manual of the TSXV) pursuant to the policies of the TSXV.
Column and LPV are also pleased to announce that, further to their joint press release dated February 24, 2022, LPV has closed a first tranche of its previously-announced brokered private placement (the "Financing") of subscription receipts of LPV ("Subscription Receipts") by issuing 15,110,000 Subscription Receipts at a price of $2.00 per Subscription Receipt, for gross proceeds of $30,220,000, pursuant to an agency agreement dated April 14, 2022 among Sprott Capital Partners LP ("Sprott"), who acted as lead agent, together with RBC Dominion Securities Inc., Stifel Nicolaus Canada Inc., CIBC World Markets Inc. (collectively with Sprott, the "Agents") and LPV.
All amounts referred to herein are in Canadian dollars unless otherwise indicated.
The Definitive Agreement
The Definitive Agreement contemplates that, among other things, the following conditions precedent be met prior to the closing of the Transaction: (a) receipt of all required third party consents, waivers, permits, exemptions, orders and approvals with respect to the Transaction; (b) receipt of TSXV approval in respect of the Transaction and the listing of post-Consolidation Column Shares issued pursuant to the Transaction; (c) receipt of all corporate approvals, including certain approvals from the Column board of directors, the Column shareholders, and the LPV shareholders; (d) the distribution of all securities contemplated by the Definitive Agreement shall be exempt from the prospectus and registration requirements of Canadian securities laws; (e) no law is in effect, or governmental action or legal proceeding is pending, that makes the consummation of the Transaction illegal or materially delays or prevents the consummation of the Transaction; (f) no cease trade order or similar restraining order of any provincial securities administrator relating to the securities contemplated by the Definitive Agreement shall be in effect; (g) no material adverse effect in respect of Column or LPV shall have occurred since the date of the Definitive Agreement; (h) each of the Technical Advisory Agreement, the Safekeeping Agreement, the Advisory Services Agreement and the Supply Agreement (as such terms are defined below) shall have been entered into between LPV and the relevant counterparty thereto; (i) the Consolidation shall have occurred; and (j) the Financing shall have been completed.
The Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the TSXV) and, as such, shareholder approval is not required (unless otherwise mandated by the TSXV). No person who or which is a "Non-Arm's Length Party" (as such term is defined in the policies of the TSXV) of Column has any direct or indirect beneficial interest in LPV or its assets prior to giving effect to the Transaction and no such person is an insider of LPV. Similarly, there is no known relationship between or among any person who or which is a Non-Arm's Length Party of Column and any person who or which is a Non-Arm's Length Party of LPV.
If all conditions to the implementation of the Transaction have been satisfied or waived, Column and LPV will carry out the Transaction such that: (a) LPV and Subco will amalgamate under the Business Corporations Act (British Columbia) (the "First Amalgamation") to form a new company ("Amalco"); and (b) Column and Amalco will vertically amalgamate under the Business Corporations Act (British Columbia) (the "Second Amalgamation") to form the Resulting Issuer.
Pursuant to the terms of the Definitive Agreement, it is expected that the following security conversions and issuances will occur in connection with the First Amalgamation:
(a) the Subscription Receipts shall be automatically converted into common shares of LPV ("LPV Shares") in accordance with their terms immediately prior to effecting the First Amalgamation; and
(b) concurrently with receipt of the certificate of amalgamation issued by the Registrar of Companies under the Business Corporations Act (British Columbia) evidencing that the First Amalgamation is effective:
(i) each issued and outstanding common share of Subco (each, a "Subco Share"), all of which are held by Column, will be exchanged for one issued and fully paid common share of Amalco (an "Amalco Share") and the Subco Shares shall be cancelled;
(ii) each issued and outstanding LPV Share issued or deemed to be issued at $2.00 per LPV Share will be exchanged for one fully paid post-Consolidation Column Share and the LPV Shares shall be cancelled. As described further below, approximately 17,835,741 post-Consolidation Column Shares are expected to be issued by Column to LPV Shareholders, which, based on the deemed price of $2.00 per post-Consolidation Column Share, would represent an aggregate consideration value of $35,671,482. The calculations in this paragraph include 2,409,141 LPV Shares being issued, at a deemed price of $2.00 per LPV Share, to Largo (defined below) prior to the completion of the Transaction on and pursuant to the terms of the Supply Agreement (as further described below), assuming a vanadium price of U.S.$12.00/lb and a USD:CAD exchange rate of 1:1.26. However, the number of shares to be issued to Largo pursuant to the Supply Agreement is subject to fluctuation based on, among other things, foreign exchange rates, the type of vanadium product to be supplied on closing of the Transaction, the market price of such type of vanadium product, and certain expenses attributable to the Transaction;
(iii) in consideration of the issuance by Column of the post-Consolidation Column Shares in connection with the First Amalgamation, Amalco shall issue to Column one fully paid and non-assessable Amalco Share for each post-Consolidation Column Share issued to former holders of LPV Shares;
(iv) Amalco shall add an amount to the capital maintained in respect of the Amalco Shares equal to the sum of the capital of the: (A) LPV Shares, determined immediately prior to effecting the First Amalgamation; and (B) Subco Shares, determined immediately prior to effecting the First Amalgamation; and
(v) Column shall add an amount to the capital maintained in respect of the post-Consolidation Column Shares equal to the capital of the LPV Shares, determined immediately prior to effecting the First Amalgamation.
Upon receipt of the certificate of amalgamation issued by the Registrar of Companies under the Business Corporations Act (British Columbia) evidencing that the Second Amalgamation is effective, all Amalco Shares shall be cancelled without any repayment of capital in respect thereof and the post-Consolidation Column Shares will be the common shares of the Resulting Issuer (the "Resulting Issuer Shares").
Upon completion of the Transaction, it is anticipated that an aggregate of 18,292,876 Resulting Issuer Shares will be issued and outstanding and that: (a) the current Column shareholders will hold 457,135 Resulting Issuer Shares, representing approximately 2.5% of the outstanding Resulting Issuer Shares; and (b) the current LPV shareholders will hold 17,835,741 Resulting Issuer Shares, representing approximately 97.5% of the outstanding Resulting Issuer Shares.
Trading of the Column Shares has been halted at Column's request and will remain halted pending the TSXV's receipt of satisfactory documentation and completion of the Transaction.
About Column Capital Corp.
Column was incorporated under the Business Corporations Act(British Columbia) in November of 2020. Column is listed as a capital pool company on the TSXV and the Column Shares are listed for trading on the TSXV under the symbol CPC.P. Column's business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a Qualifying Transaction (such as the Transaction). Its head office is in Vancouver, British Columbia.
Column's share capital consists of 3,450,000 Column Shares of which2,100,000 Column Shares are held in escrow and will be released over a period of up to 18 months following completion of the Transaction, and Column has 225,000 stock options exercisable for Column Shares at a price of $0.15 each, expiring June 15, 2026, and 100,000 warrants exercisable for Column Shares at a price of $0.15 each and expiring on June 15, 2023.
About Largo Physical Vanadium Corp.
LPV is a corporation formed under the laws of the Province of British Columbia.
LPV was formed by Largo Inc. (TSX: LGO) (NASDAQ: LGO) ("Largo"), with the aim of creating a publicly traded investment vehicle that would invest in and hold substantially all of its assets in vanadium in physical form. LPV aims to provide a secure, convenient and exchange-traded investment alternative for investors interested in direct investment exposure to physical vanadium and not speculate with regard to short-term changes in vanadium prices.
Sponsorship of the Proposed Transaction
Sponsorship of a "Qualifying Transaction" of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Column is currently reviewing the TSXV's requirements for sponsorship and intends to seek a waiver of the sponsorship requirements. However, there is no assurance that a waiver from this requirement can or will be obtained.
Strategy of the Resulting Issuer
Upon completion of Transaction, the Resulting Issuer will be a new investor friendly vehicle with a mandate to invest in physical vanadium or commercial vanadium products. The Resulting Issuer would provide a secure, convenient and exchange traded alternative for investors interested in direct investment exposure to physical vanadium and its use in ESG-friendly energy transition and storage alternatives, including vanadium redox flow batteries ("VRFBs") and greener steel applications. Physical inventory purchased by the Resulting Issuer will be unencumbered, other than by rights under the Safekeeping Agreement (defined below), and fully allocated to investors. Growth in new economy use cases, greener steel, supplemental use in lithium-ion batteries, smart glass and other traditional uses is expected to increase vanadium requirements and usage.
Over time it is anticipated that a large portion of the Resulting Issuer's inventory will be utilized in long duration VRFBs. Vanadium in electrolyte solution, which is utilized in rechargeable VRFBs, is not subject to degradation, is 100% reusable and can easily be converted back to powder/flake for regular warehouse storage upon termination and/or completion of a VRFB installation contract. Vanadium utilized in VRFBs always remains under oversight and management of Largo, in its capacity as safekeeper (the "Safekeeper") under the Safekeeping Agreement, and associated conversion costs between electrolyte and powder/flake requirements are also borne by the Safekeeper.
It is expected that the use of vanadium in VRFBs provides an opportunity to enhance a VRFB system's market competitiveness regardless of the underlying vanadium price. More specifically, vanadium utilized in a VRFB installation will remain under full ownership of the Resulting Issuer and not be part of the upfront installation capital borne by the VRFB end user, a strategic advantage in the development and price competitiveness of the VRFB market relative to other long duration storage alternatives. As such, it is anticipated that VRFBs will be one driver of vanadium price and will assist with the global clean energy transition through increased renewable energy integration.
Through various operating agreements to be entered into prior to or concurrently with the completion of the Transaction, the Resulting Issuer will be aligned with Largo, a leader in vanadium production, which is one of the world's largest primary vanadium producers and is working to integrate its world-class vanadium products with its VCHARGE vanadium battery technology to support the planet's on-going transition to renewable energy and a low carbon future as part of its "two-pillar" business strategy". Sprott has entered into an advisory agreement with Largo in respect of the creation of LPV.
In connection with the Transaction, and concurrently with the entering into of the Definitive Agreement:
(a) LPV and Largo have entered into a safekeeping agreement (the "Safekeeping Agreement"), whereby Largo will provide for the management and safekeeping of the physical vanadium owned by the Resulting Issuer, effective upon the closing of the Transaction;
(b) LPV and Largo have entered into a technical advisory agreement (the "Technical Advisory Agreement"), whereby Largo will provide certain technical advisory services to the Resulting Issuer, effective upon the closing of the Transaction;
(c) LPV, Sprott and Term Oil Inc. ("Term Oil") have entered into an advisory services agreement (the "Advisory Services Agreement"), whereby Sprott and Term Oil will provide certain marketing and financial advisory services to the Resulting Issuer, effective upon the closing of the Transaction; and
(d) LPV and Largo have entered into a supply agreement (the "Supply Agreement"), whereby Largo will exchange approximately 200 metric tonnes of vanadium products (which may include ferro-vanadium, vanadium trioxide, vanadium pentoxide, or vanadium carbonitride) to LPV in return for LPV Shares. The purchase price for such LPV Shares will be calculated by taking the sum of: (i) the product of: (A) the quantity of the product type (in metric tonnes) comprising the shipment to be delivered by Largo; and (B) the average high and low prices of the index applicable to such product type no later than one business day prior to delivery; and (ii) minus a discount to account for the expenses of the Transaction, to be determined pursuant to the terms of the Supply Agreement. The number of LPV Shares to be issued to Largo will be determined by dividing the purchase price of the shipment by $2.00. In addition, under the Supply Agreement, the Resulting Issuer will have the right to purchase: (i) up to 100% of the vanadium products produced by Largo and its affiliates at facilities owned by Largo and its affiliates (ii) that have not been specifically fabricated for third-party purchasers or committed under any of Largo's long-term supply contracts with third-party purchasers and (iii) that are produced in each applicable month (being the months of January through September, inclusive, in each year of the term of the Supply Agreement).
Since its formation on January 20, 2022, LPV has conducted no business or operations other than in connection with the Transaction, the Financing, and related matters. Accordingly, LPV has no assets except for cash on hand from initial seed investments from Term Oil and Largo, and no liabilities. As of the date of the Definitive Agreement, no audited financial statements of LPV are available. However, it is anticipated that audited financial statements will be provided in the filing statement to be filed in connection with the Transaction.
Management and Insiders of the Resulting Issuer
Subject to TSXV approval, upon completion of the Transaction, it is expected that the board of directors and the senior officers of the Resulting Issuer will be made up of the following individuals. Below is a brief biography of each of the proposed individuals:
Paul Vollant -Director and CEO
Paul Vollant is the VP Commercial of Largo. Mr. Vollant is highly experienced in the sales and marketing of metals and minerals and has specialized in strategic metals, particularly vanadium and titanium. He is the Chairman of Vanitec's Market Development Committee. Mr. Vollant's experience includes holding the position of General Manager of Sales and Marketing at TNG Limited, Shanghai, where his responsibility included the setup and operation of TNG's vanadium, titanium and iron products distribution strategy. Mr. Vollant was a founding Director of global commodity distribution company Element Commodities which is specialized in vanadium and titanium and was formerly with the Noble Group in London and Hong Kong. He is a Director of the HLG Group and a Non-Executive Director of Nairobi Securities Exchange. Mr. Vollant holds a M.Sc in finance and international business from the University of Lyon ESDES Business School
Jonathan Lee -Director
Jonathan Lee is a Vice President with the private equity firm Arias Resource Capital Management LP. Prior to Arias Resource Capital Management, Mr. Lee worked with Ambac Assurance Corporation, a global bond insurer. Prior to Ambac, Mr. Lee held positions with the investment firm Raging River Capital, the mining hedge fund Geologic Resource Partners LLC, and Byron Capital Markets Ltd. in Canada as a mining & metals equity research analyst. Additionally, Mr. Lee has prior experience as an Environmental Engineer with several construction and engineering firms. Mr. Lee previously sat on the boards of Park Lawn Company Ltd. and Bearing Lithium Corp. Mr. Lee earned his MBA from the Stern School of Business at New York University and holds a BS in Chemical Engineering with a minor in Economics from Tufts University.
John Kanellitsas is the Executive Vice Chair of Lithium Americas Corp. He is now primarily responsible for business development and capital markets strategies. Mr. Kanellitsas joined Lithium Americas Corp. as a Director in 2011 and served as a former CEO until the company's merger with Western Lithium USA Corp. in September 2015. He has over 25 years of experience in the investment banking and asset management industries. Mr. Kanellitsas co-founded and was a partner of Geologic Resource Partners, LLP, where he served as its Chief Operating Officer from 2004 to 2014. Prior to Geologic, Mr. Kanellitsas was employed by Sun Valley Gold, LLC and Morgan Stanley & Co. in New York and San Francisco. Mr. Kanellitsas has an MBA from the University of California in Los Angeles and a BSc degree in Mechanical Engineering from Michigan State University.
Andrea Weinberg -Director
Andrea Weinberg is a Partner of BTG Pactual and joined the firm in March 2019. Prior to that, Ms. Weinberg worked for 7 years as a Director at BlackRock for Latin American and Global Emerging Markets funds, responsible for coverage of Commodities (metals & mining, pulp & paper, and oil), Education and Industrials sectors. Previously she spent 5 years as an equity analyst at AllianceBernstein and Dynamo Administradora de Recursos covering the prior mentioned sectors. Before joining the buyside industry, Andrea worked as a sell side analyst at Merrill Lynch (2004-2007) and Goldman Sachs (1998-2004) covering Metals & Mining sector. Ms. Weinberg holds a Bachelor of Science in Chemical Engineering from Universidade Federal do Rio de Janeiro and a Master's Degree in Financial Engineering & Operations Research from Columbia University.
Justin Reid -Director
Justin Reid is the current President, CEO and Founder of Troilus Gold Corp. Mr. Reid is a geologist and capital markets executive with over 20 years of experience focused exclusively in the mineral resource space. Mr. Reid started his career as a geologist with Saskatchewan Geological Survey and Cominco Global Exploration after which he became a partner and senior mining analyst at Sprott/Cormark Securities in Toronto. He was then named Executive General Manager at Paladin Energy, where he was responsible for leading all merger and acquisition, corporate and market related activities. He is the former Managing Director Global Mining Sales at National Bank Financial, where he directed the firm's sales and trading in the mining sector. Most recently, he acted as President and Director of Sulliden Gold Corporation, until its acquisition by Rio Alto Mining in 2014 and was Managing Director at Aguia Resources Ltd. from 2015 to 2019. He holds a B.Sc from the University of Regina, a M.Sc from the University of Toronto and an MBA from the Kellogg School of Management at Northwestern University.
Larry Ciccarelli -Director
Larry Ciccarelli is the President and Secretary of Rinlar Inc., a private family office, and the Vice President and Secretary of a private investment firm, KARR Securities which he co-founded in 1989. Since 2010, Mr. Ciccarelli has been a Director and Chairman of Licella Holdings, Sydney, Australia. Mr. Ciccarelli is also a current Director of Arbios Biotech, Vancouver, since 2019 and the Director of Mura Technology, London, England, since 2018. Mr. Ciccarelli was the Founder and Chairman of a natural resource company, Karmin Exploration, Toronto-Sao Paulo, from 2011- 2019 and subsequently acquired by Nexa Resources and Founder and Executive Chairman of Globestar Mining Co. Toronto-Santo Domingo, 1999-2009 subsequently acquired by Perilya Limited. In 2010, Mr. Ciccarelli was a finalist for Ernst & Young Entrepreneur of the Year and in 2009 he received both the Ontario Global Traders Award and the Ontario Business Achievement Award. From 1993-2015 Mr. Ciccarelli was the co-owner of the Sarnia Sting Major Junior Hockey League team. In 2004 Mr. Ciccarelli was the co-founder of a supporting palliative care initiative for the Sarnia community, St. Joseph's Hospice. Mr. Ciccarelli earned his Bachelor of Arts from the University of Western in Ontario, Canada.
Upon completion of the Transaction, it is also expected that the following persons will be Principals or Insiders of the Resulting Issuer (as such terms are defined under the policies of the TSXV):
- Term Oil, a private investment company incorporated under the laws of the State of Washington. Term Oil is controlled by Arthur Richards (Rick) Rule IV, a resident of the United States of America. Term Oil took the initiative in founding LPV and will provide certain marketing services to the Resulting Issuer under the Advisory Services Agreement.
- Largo, a global leader in manufacturing high-quality vanadium products, which is a corporation incorporated under the laws of the Province of Ontario. Arias Resource Capital Fund II LP, and Arias Resource Capital Fund II (Mexico) LP (collectively, the "ARC Funds") hold, in the aggregate, more than 10% of the outstanding common shares of Largo. The ARC Funds are controlled by J. Alberto Arias, a resident of the United States of America. Largo is expected to hold more than 10% of the Resulting Issuer Shares.
- Delbrook Resource Opportunities Master Fund LP, and Delbrook Resource Opportunities Fund (collectively, the "Delbrook Funds") along with the NextEdge Strategic Commodities and Metals Fund (the "NextEdge Fund"). The Delbrook Funds are managed by Delbrook Capital Advisors Inc. ("Delbrook"), a company with its head office in Vancouver, British Columbia. Delbrook also acts as a subadvisor to the NextEdge Fund. The Delbrook Resource Opportunities Master Fund LP is an Exempted Limited Partnership setup under the laws of the Cayman Islands. The Delbrook Resource Opportunities Fund and NextEdge Fund are entities resident inCanada. The Delbrook Funds and NextEdge Fund together are expected to hold more than 10% of the Resulting Issuer Shares.
In connection with, and as a condition to the closing of, the Transaction, LPV has closed the first tranche of the Financing.
The gross proceeds from the sale of the Subscription Receipts, less the Agents' expenses paid at the initial closing of the Financing (the "Escrowed Proceeds"), are being held in escrow by Computershare Trust Company of Canada ("Computershare") in accordance with a subscription receipt agreement dated April 14, 2022 among LPV, Computershare and Sprott, and will be released to LPV upon satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions"), including completion, satisfaction or irrevocable waiver of all conditions precedent to the Transaction. If the Transaction closes on or before July 14, 2022 (the "Escrow Deadline"), the Escrowed Proceeds will be released to LPV. If the Transaction fails to close by the Escrow Deadline or is terminated prior thereto, the gross proceeds and pro rata entitlement to interest earned on the Escrowed Proceeds will be paid to the holders of the Subscription Receipts. LPV will use the net proceeds from the private placement (being the Escrowed Proceeds less the Agents' Fee (as defined below)) (the "Net Proceeds"): (a) to fund the business plan of LPV; (b) for Transaction expenses; and (c) for general corporate purposes and future working capital of the Resulting Issuer. Although LPV intends to use the Net Proceeds as described in the foregoing sentence, the actual allocation of proceeds may vary, depending on future operations or unforeseen events or opportunities.
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically converted, without any further action by its holder, and for no additional consideration, into one LPV Share. Concurrently with receipt of the certificate of amalgamation issued by the Registrar of Companies under the Business Corporations Act (British Columbia) evidencing that the First Amalgamation is effective, each LPV Share issued pursuant to conversion of the Subscription Receipts will be exchanged for one post-Consolidation Column Share.
In connection with the Financing, LPV paid the Agents a cash commission in an aggregate amount of 5.0% of the gross proceeds (the "Agents' Fee"), provided, however, that no Agents' Fee shall be payable to the Agent in rescript of subscriptions for Subscription Receipts under the Offering by Largo Inc. The Agents' Fee has been deposited in escrowwithComputershare and will be released to the Agents upon satisfaction and/or waiver of the Escrow Release Conditions.
Further Information and Cautionary Statements
All information contained in this press release with respect to Column and LPV 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.
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 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and all applicable state securities laws, or an exemption from such registration requirements is available.
For further information please contact:
Column Capital Corp.
President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and a Director
Senior Manager, External Relations
Information set forth in this press release contains forward-looking statements. 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 press release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance are not statements of historical fact and may be forward-looking statements. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Column and LPV caution that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the control of Column and LPV. Such forward-looking information may include statements regarding the Financing, including the Escrow Release Conditions and the use of Net Proceeds therefrom, the terms and conditions of the Transaction, including the receipt of TSXV and corporate approvals, the details of any securities issuances, consolidations, conversions or cancellations, sponsorship of the Transaction, the strategy of the Resulting Issuer, the anticipated composition of the board of directors, management team and insiders of the Resulting Issuer following closing of the Transaction and the closing of the Transaction, the vanadium and VRFB markets, the intention of the Resulting Issuer to undertake certain corporate changes (including without limitation a change of name) and the resumption of trading of the Resulting Issuer Shares. This information is based on current expectations and assumptions that are subject to significant risks and uncertainties that are difficult to predict, including risks relating to: the ability to satisfy the conditions to completion of the Transaction, the Financing, Column and LPV generally, the vanadium and VRFB markets, and general economic and market conditions, including risks related to the direct and indirect impact of COVID-19 and its impact on general economic and market conditions. Actual results may differ materially from results suggested in any forward-looking information. Column and LPV assume no obligation to update forward-looking information in this press release, or to update the reasons why actual results could differ from those reflected in the forward-looking information, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Column's filings with Canadian securities regulators, which are available on SEDAR at www.sedar.com.
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