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Pressure Technologies plc Announces Disposition of Special Warrants of Greenlane Renewables Inc. (Formerly Known as Creation Capital Corp.)
VANCOUVER, British Columbia, June 12, 2019 (GLOBE NEWSWIRE)
-- Pressure Technologies plc ("Pressure
Technologies") announced today that it has disposed
of ownership and control (the "Disposition")
over an aggregate of 3,135,240 special warrants (the
"PT Special Warrants") in the capital of
Greenlane Renewables Inc. ("Greenlane"),
formerly known as Creation Capital Corp., at a deemed value
of $0.20 per PT Special Warrant.
On June 3, 2019, Greenlane acquired of all of the issued and outstanding shares of PT Biogas Holdings Limited ("PT Biogas") from Pressure Technologies (the "Qualifying Transaction") pursuant to the terms and conditions of a share purchase agreement between Pressure Technologies and Greenlane dated April 1, 2019, as amended (the "Share Purchase Agreement"). As part of the purchase price for the issued and outstanding shares of PT Biogas, Greenlane issued 17,418,000 PT Special Warrants to Pressure Technologies.
Pursuant to the terms of the Share Purchase Agreement, on June 6, 2019, immediately following the initial 25% release of the PT Special Warrants held under the value security escrow agreement between Greenlane, Computershare Investor Services Inc. and Pressure Technologies, among others (the "Escrow Agreement"), Pressure Technologies transferred 2,177,250 PT Special Warrants to Brad Douville in respect of amounts owing to Mr. Douville by Pressure Technologies arising from its long term incentive plan. Mr. Douville is the President and Chief Executive Officer of Greenlane and the President of PT Biogas.
Pursuant to the terms of an advisory fee agreement between Creation Partners LLP ("Creation Partners") and Pressure Technologies dated July 2018 and a letter agreement between Creation Partners and Pressure Technologies dated June 3, 2019 in connection therewith, on June 6, 2019, immediately following the initial escrow release under the Escrow Agreement, Pressure Technologies paid an advisory fee to Creation Partners of 957,990 PT Special Warrants. Creation Partners is a limited liability partnership that is controlled by Wade Nesmith, David Demers and David Blaiklock, each of whom is a director of Greenlane.
Each PT Special Warrant will automatically be exercised, without the payment of any additional consideration and without further action on the part of the holder thereof, into one common share in the capital of Greenlane (a "Greenlane Share") and one-half of one warrant to purchase a common share in the capital of Greenlane (each full warrant, a "Warrant") on the date that is the earlier of: (i) the fifth business day after a receipt for a final prospectus qualifying the distribution of the securities issuable upon the exercise of the PT Special Warrants; and (ii) the date that is four months and one day after the closing date of the Qualifying Transaction, being October 4, 2019. Each whole Warrant is exercisable for one Greenlane Share at a price of $0.26 per Greenlane Share for a period of two years from the completion of the Qualifying Transaction.
Prior to the Disposition, Pressure Technologies held ownership and control over 17,418,000 PT Special Warrants. On exercise of the PT Special Warrants (assuming the exercise of the other 41,965,225 special warrants issued by Greenlane by way of a private placement financing completed on May 30, 2019 (the "Financing")), Pressure Technologies would have held ownership and control over 17,418,000 Greenlane Shares and 8,709,000 Warrants, representing approximately 25.47% of the issued and outstanding Greenlane Shares on an undiluted basis. Assuming the exercise of all the Warrants held by Pressure Technologies only, Pressure Technologies would have held ownership and control over 26,127,000 Greenlane Shares, or approximately 33.89% of the issued and outstanding Greenlane Shares.
After the Disposition, Pressure Technologies holds ownership and control over 14,282,760 PT Special Warrants. On exercise of the PT Special Warrants held by Pressure Technologies (assuming the exercise of the other 41,965,225 special warrants issued by Greenlane by under the Financing and the exercise of the PT Special Warrants transferred to Mr. Douville and Creation Partners), Pressure Technologies will hold ownership and control over 14,282,760 Greenlane Shares and 7,141,380 Warrants, representing approximately 20.88% of the issued and outstanding Greenlane Shares on an undiluted basis. Assuming the exercise of all the Warrants held by Pressure Technologies only, Pressure Technologies would hold ownership and control over 21,424,140 Greenlane Shares, or approximately 28.36% of the issued and outstanding Greenlane Shares.
Depending upon such factors that Pressure Technologies may, from time to time, deem relevant, Pressure Technologies may, among other things, acquire additional securities of Greenlane or dispose of some or all of the existing or additional securities Pressure Technologies holds or will hold.
Pressure Technologies is issuing this press release pursuant to the requirements of National Instrument 62-103. A copy of the related early warning report (the "Report") will be issued by Pressure Technologies and will be filed on the SEDAR website (www.sedar.com) under the profile for Greenlane. For further information or to obtain a copy of the Report, please contact Pressure Technologies as follows:
Pressure Technologies plc
Unit 6B Newton Business Centre
Newton Chambers Road
Chapeltown, United Kingdom
Telephone: +44 (0) 114 257 3616
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