Blackhawk Growth Corp. has entered into a definitive share purchase agreement, effective March 30, 2020, with the shareholders of NuWave Foods Inc., pursuant to which the corporation will acquire 7,650 Class A common voting shares in the capital of NuWave, a privately held arm’s-length party. The acquisition shares represent 51 per cent of the outstanding equity capital of NuWave.
NuWave Foods is a fully licensed commercial kitchen and baked goods manufacturer located in Edmonton, Alta. NuWave has a process to create a shelf-stable baked product without the use of any preservatives. This can be applied to virtually any baked good. Given the current world climate, demand for products with shelf stability has skyrocketed. Using NuWave’s considerable contacts in the food industry across North America, NuWave is positioned to quickly be a leader in this rapidly growing space.
Blackhawk views an investment in NuWave as an opportunity for its shareholders to not only further expand into non-cannabis markets but also as an exceptional opportunity to be part of the fast-growing and innovative shelf-stable food industry.
Under the terms of the purchase agreement, the corporation will issue 12 million common shares to the existing shareholders of NuWave at a deemed price of five cents per share to acquire the acquisition shares. Following closing of the acquisition, the corporation has also agreed to provide financing of up to $60,000 to be applied toward expenses associated with certain equipment leases necessary in the operations of NuWave.
Completion of the acquisition is expected to occur on April 3, 2020, and remains subject to customary closing deliverables. The corporation is at arm’s length from NuWave and each of the shareholders of NuWave. The acquisition neither constitutes a fundamental change for the corporation, nor is it expected to result in a change of control of the corporation within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. No finders’ fees or commission are owing in connection with the acquisition. All common shares of the corporation issued in connection with the acquisition will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.
The interest in NuWave will form part of Blackhawk’s existing portfolio of investments. NuWave’s existing management will retain responsibility for overseeing and applying Blackhawk’s intellectual property to day-to-day operations, with Blackhawk assuming overall control of the business. NuWave plans to leverage contacts previously established by its management team to improve and expand its product in Canada and the United States.
For further information please contact:
Frederick Pels, Chief Executive Officer
(403)-991-7737
Cautionary Note Regarding Forward-Looking Statement
All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to the fulfillment of an order for the delivery of COVID-19 testing kits, and anticipated future orders. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.