Vancouver, British Columbia--(Newsfile Corp. - November 8, 2023) - Farstarcap Investment Corp. (TSXV: FRS.P) ("Farstarcap" or the "Company") is pleased to announce that it has entered into an amended and restated letter of intent (the "Amended and Restated LOI") dated October 24, 2023 with HerdWhistle Technologies Inc. ("HWT") regarding a proposed transaction to acquire all of the issued and outstanding securities of HWT (the "Transaction"), following the previously announced letter of intent dated September 11, 2023.
Pursuant to the Amended and Restated LOI, subject to the execution of a definitive agreement (the "Definitive Agreement"), HWT will conduct a private capital raise of up to $1,500,000 at a price of $0.60 per HWT unit and issue up to an additional 2,500,000 units of HWT (the "HWT Units") (the "Initial Private Offering"). Each Unit consists of one common share of HWT (a "HWT Share") and one common share purchase warrant of HWT (a "HWT Warrant"), with each HWT Warrant exercisable into a HWT Share at an exercise price of $1.20 per share for a period of three years. The Initial Private Offering will continue until the earlier of either (i) HWT issuing a total of 2,500,000 HWT Shares or (ii) ten (10) days before the closing date of the Transaction.
The closing of the Transaction will be conditional upon HWT completing a private placement financing of subscription receipts (the "Subscription Receipts") at a price of $0.60 per subscription receipt unit, each of which will, prior to the effective time of the Transaction, automatically convert into one HWT Share (the "Sub Receipt Share") and one HWT Warrant (the "Sub Receipt Warrant"), with each Sub Receipt Warrant exercisable into a HWT Share at an exercise price of $1.20 per share for a period of three years, for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the TSX Venture Exchange ("TSXV") for the Transaction and satisfaction or waiver of all of the conditions precedent to the Transaction as set out in the Definitive Agreement (the "Concurrent Financing"), to raise a minimum gross proceeds of $3,926,333.30.
As of the date hereof, HWT's authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 20,555,555 common shares and no preferred shares are issued and outstanding. In addition, HWT currently has $200,000 aggregate principal amount of convertible debentures (the "HWT Convertible Debentures") issued and outstanding which convert into common shares (the "Debenture Shares") of HWT at a 20% discount to the Subscription Receipts offering price of $0.20.
FRS will issue three (3) common shares (the "FRS Shares" and each a "FRS Share") for each one (1) HWT Share and a maximum of 1,250,000 FRS Shares for the HWT Convertible Debentures. It is anticipated that FRS will issue a total of 90,048,332 FRS common shares to the shareholders of HWT pursuant to the Transaction, consisting of (i) 61,666,665 FRS Shares to existing holders of the HWT shares; (ii) 1,250,000 FRS Shares to holders of the HWT Convertible Debentures; (iii) 7,500,000 FRS Shares for HWT Shares issued pursuant to the Initial Private Offering; and (iv) 19,631,667 FRS Shares for HWT Shares issued pursuant to the Concurrent Financing.
For more details regarding the Transaction, please refer to the Company's news release dated September 14, 2023.
About Farstarcap Investment Corp.
The Company is a Capital Pool Company within the meaning of the policies of the TSXV. The Company has not commenced operations and has no assets other than cash.
Investors are cautioned that trading in the securities of a Capital Pool Company should be considered highly speculative.
About HerdWhistle Technologies Inc.
HWT is a private company and was incorporated on January 6, 2021, by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). HerdWhistle Technologies Inc. () is dedicated to advancing precision livestock farming (PLF) technologies. Their innovative solutions empower farmers to enhance animal welfare, optimize resource utilization, and drive agricultural productivity.
Contact Information
Farstarcap Investment Corp.
Konstantine Tsakumis
CEO, Director
Tel: 604-961-9442
Email: kontsakumis@shaw.ca
HerdWhistle Technologies Inc.
Adam Morand
Director, Investor Relations
(587) 943-4404
Email: Investors@HerdWhistle.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 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.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Certain statements in this news release are forward-looking statements or information, which include completion of the Transaction and related Concurrent Financing, development of technologies, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
There can be no assurance that the Transaction or Concurrent Financing will be completed or, if completed, will be successful.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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