NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
November 24, 2021 – Calgary, Alberta
Sayward Capital Corp. (“Sayward”) (TSXV: SAWC.P) is pleased to announce that, in connection with its previously announced qualifying transaction (the “Qualifying Transaction”) with Field Safe Solutions Inc. (“Field Safe”), Field Safe has launched a brokered private placement (the “Field Safe Private Placement”) led by Echelon Capital Markets and Cormark Securities Ltd. (the “Lead Agents”), as lead agents, on behalf of a syndicate of agents including Haywood Securities Inc., Hampton Securities Ltd. and Fort Capital Partners Ltd. (collectively with the Lead Agents, the “Agents”), of subscription receipts of Field Safe (the “Field Safe Subscription Receipts”) for gross proceeds of approximately $10,000,000. The Field Safe Subscription Receipts will be issued at a price between $7.25 and $8.00 per Field Safe Subscription Receipt, to be determined in the context of the market. Field Safe has granted the Agents an option to sell such number of additional Field Safe Subscription Receipts as is equal to 15% of the number of Field Safe Subscription Receipts issuable under the Field Safe Private Placement, which option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing date of the Field Safe Private Placement.
The Field Safe Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into between Odyssey Trust Company, as subscription receipt agent (the “Subscription Receipt Agent”), Field Safe, Sayward and the Lead Agents, on their own behalf and on behalf of the Agents. Each Field Safe Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one Class A Common share in the capital of Field Safe, subject to adjustment in certain events, immediately before the completion of the Qualifying Transaction and upon the satisfaction or waiver of certain Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before 5:00 p.m. (Calgary time) on the date that is 120 days following the closing date of the Field Safe Private Placement.
In consideration for their services in connection with the Field Safe Private Placement, and pursuant to the terms of an agency agreement (the “Agency Agreement”) to be entered into between Field Safe and the Lead Agents, on their own behalf and on behalf of the Agents, Field Safe will pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds from the sale of the Field Safe Subscription Receipts (the “Agents’ Commission”), 50% of which commission will be paid on the closing date of the Field Safe Private Placement and the remaining 50% of which commission will be deposited in escrow with the Subscription Receipt Agent.
Upon closing of the Field Safe Private Placement, the aggregate gross subscription proceeds from the Field Safe Private Placement, less: (i) 50% of the Agents’ Commission; and (ii) the Agents’ expenses incurred in connection with, and prior to closing of, the Field Safe Private Placement, shall be delivered to the Subscription Receipt Agent to be held in escrow in accordance with the Subscription Receipt Agreement (the “Escrowed Funds”).
Upon satisfaction or waiver in whole or in part by the Lead Agents, on behalf of the Agents, of the Escrow Release Conditions, the Subscription Receipt Agent will release from the Escrowed Funds: (a) to the Agents, in cash, the balance of the Agent’s Commission (the “Escrowed Subscription Receipt Commission Amount”) put into escrow upon closing of the Field Safe Private Placement and the amount equal to all Agents’ expenses incurred in connection with the Field Safe Private Placement and not previously paid to the Agents; and (b) to Field Safe, all remaining Escrowed Funds and interest earned thereon (less any amounts payable to the Subscription Receipt Agent) in accordance with and subject to the terms of the Subscription Receipt Agreement.
If a Termination Event (as defined in the Subscription Receipt Agreement) occurs and the Escrow Release Conditions are not satisfied: (a) each Field Safe Subscription Receipt will be automatically terminated and cancelled and each subscriber will be entitled to receive out of the Escrowed Funds and interest earned thereon, an amount equal to the aggregate issue price in respect of such subscriber’s Field Safe Subscription Receipts, less applicable withholding taxes, if any; (b) all expenses incurred by the Agents not previously paid to the Agents on the closing date of the Field Safe Private Placement will be paid to the Agents; and (c) the Escrowed Subscription Receipt Commission Amount will not be earned and will not be payable by Field Safe to the Agents. To the extent that the Escrowed Funds and interest earned thereon is not sufficient to return the aggregate issue price for the Field Safe Subscription Receipts held by each subscriber, Field Safe will contribute such amounts as are necessary to satisfy any shortfall.
It is intended that the net proceeds from the Field Safe Private Placement will be used for certain capital expenditures, potential acquisitions, working capital and general corporate purposes following completion of the Qualifying Transaction.
Sayward is incorporated under the Business Corporations Act (Alberta) (the “ABCA”) and is a capital pool company within the meaning of the policies of the TSX Venture Exchange (the “TSXV”). Sayward has not commenced operations and has no assets other than cash. Sayward’s principal business is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSXV.
About Field Safe
Field Safe is a privately-held corporation existing under the ABCA, incorporated on March 20, 2014. Field Safe is a Canadian software as a service company located in Calgary, Alberta that provides an easy-to-use worker safety platform that connects workers, improves safety, optimizes operations and lowers costs. Field Safe has been experiencing rapid growth which is illustrated through a 2,225% revenue increase from 2017 to 2020. Field Safe is a leader in the digital safety space and has 10 Fortune 1000 Companies that currently use their digital safety platform, including one of Canada’s largest LNG projects.
For further information regarding the Qualifying Transaction, readers are strongly encouraged to review the filing statement dated November 12, 2021 (the “Filing Statement”) as well as Sayward’s news releases dated July 28, 2021, September 21, 2021, November 2, 2021, November 8, 2021 and November 12, 2021, all of which are available under Sayward’s profile on SEDAR at www.sedar.com.
All information contained in this news release with respect to Sayward and Field Safe was supplied by the respective party, 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 Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV final acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. The Qualifying Transaction cannot close until the required Field Safe shareholder approval is obtained. There can be no assurance that the Qualifying Transaction or the Field Safe Private Placement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Field Safe or the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sayward should be considered highly speculative.
The TSXV has not in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Luke Caplette, Director
Sayward Capital Corp.
Danny Hay, Chief Financial Officer
Field Safe Solutions Inc.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Field Safe Private Placement, including amounts anticipated to be raised thereunder, the terms and conditions of the Agency Agreement, the terms and conditions of the Subscription Receipt Agreement (including the Escrow Release Conditions and the subscription receipt agent thereunder); Termination Events; the Escrowed Funds and Field Safe’s contributions thereto; and the use of proceeds from the Field Safe Private Placement. Often, but not always, forward-looking statements or information can be identified by the use of words such as “intend”, “shall”, “to be” or “will” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
With respect to forward-looking statements and information contained herein, Sayward and Field Safe have made numerous assumptions including among other things, assumptions about general business and economic conditions of Field Safe and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of Sayward and Field Safe believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Field Safe Private Placement; risks relating to the receipt of all requisite approvals for the Qualifying Transaction, including the approval of Field Safe shareholders and the TSXV; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of the COVID-19 pandemic including, but not limited to, its impact on general economic conditions; the ability to obtain financing as required; and other risk factors as detailed from time to time in Sayward’s amended and restated final prospectus dated June 29, 2021, the Filing Statement and other documents available under Sayward’s profile at www.SEDAR.com. Sayward and Field Safe do not undertake to update any forward-looking information, except in accordance with applicable securities laws.