July 28, 2021 – Calgary, Alberta
Sayward Capital Corp. (“Sayward”) (TSXV:SAWC.P) is pleased to announce details concerning a proposed arm’s-length business combination (the “Transaction”) with Field Safe Solutions Inc. (“Field Safe”), a corporation formed under the laws of Alberta.
Overview of Sayward
Sayward is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange”) and it is intended that the Transaction will constitute the “Qualifying Transaction” of Sayward, as such term is defined in Exchange Policy 2.4 – Capital Pool Companies. The common shares of Sayward (the “Sayward Common Shares”) are currently listed on the Exchange and Sayward is a reporting issuer in the provinces of British Columbia, Alberta, Manitoba and Ontario. Sayward was incorporated under the Business Corporations Act (Alberta) (the “ABCA”) on November 17, 2020.
Overview of 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 app that connects workers, improves safety, optimizes operations and lowers costs. Field Safe has experienced rapid growth which was illustrated through a 229% year over year revenue increase during 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.
Summary of the Proposed Transaction
Sayward has entered into a non-binding letter of intent with Field Safe dated July 27, 2021 (the “LOI”) pursuant to which Sayward and Field Safe intend to complete the Transaction, and whereby Sayward as it exists upon completion of the Transaction (the “Resulting Issuer”) will continue the business of Field Safe.
It is currently anticipated that the Transaction will occur as a merger, amalgamation or share exchange, the final structure of the Transaction being subject to receipt of tax, corporate and securities law advice for both Sayward and Field Safe. The LOI is expected to be superseded by a definitive agreement (the “Definitive Agreement”) to be signed between the parties.
In connection with the proposed Transaction, it is currently contemplated that: (i) every issued and outstanding Class A Common share in the capital of Field Safe (the “Field Safe Common Shares”) will be exchanged for a number of common shares in the capital of the Resulting Issuer (the “Resulting Issuer Common Shares”) at a deemed price equal to the Offering Price (as defined below) per Resulting Issuer Common Share; (ii) every issued and outstanding Sayward Common Share will be exchanged for a number of Resulting Issuer Common Shares with reference to the Offering Price; and (iii) any outstanding stock options and agent’s warrants of Sayward and Field Safe will be exchanged for stock options and warrants of the Resulting Issuer. It is currently anticipated that all stock options of Sayward will be exercised prior to closing of the Transaction.
Sayward shareholder approval is not required with respect to the Transaction under the rules of the Exchange because the Transaction does not constitute a “Non-Arm’s Length Qualifying Transaction” pursuant to the policies of the Exchange. However, the structure of the Transaction is being finalized and, based on the final structure as reflected in the Definitive Agreement, shareholder approval may be required under applicable law. Trading in the Sayward Common Shares has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.
It is expected that upon completion of the Transaction, the Resulting Issuer, to be renamed “Field Safe Solutions”, will be listed as a Tier 2 Technology Issuer on the Exchange.
A more comprehensive news release will be issued by Sayward in due course disclosing details of the Transaction, including financial information respecting Field Safe, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, the issued and outstanding securities of each of Sayward and Field Safe, the terms of the exchange of securities of Sayward and Field Safe, the applicable security exchange ratios, the details of any meetings of the shareholders of Sayward and Field Safe, required to approve the Transaction and matters related thereto (as applicable), and information respecting sponsorship, once a Definitive Agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.
Summary of the Proposed Private Placement
Pursuant to the LOI, prior to or concurrent with the closing of the Transaction, Field Safe will complete a brokered private placement (the “Private Placement”) of subscription receipts of Field Safe (the “Subscription Receipts”) at a price and aggregate gross proceeds to be determined in the context of the market (the “Offering Price”). Each Subscription Receipt will be automatically exchanged immediately prior to the completion of the Transaction for one Field Safe Common Share, which will be exchanged for Resulting Issuer Common Shares on the same basis as the existing Field Safe Common Shares, as noted above. In connection with the Private Placement, a syndicate of agents will be paid fees and a cash commission for their services commensurate with industry norms.
Forward Looking Information
This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “projected” or variations of such words and phrases or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction (including the structure, terms and timing thereof), the continued business of the Resulting Issuer, the Definitive Agreement, the issuance of additional news releases describing the Transaction, the name of the Resulting Issuer, the trading of the Sayward Common Shares on the Exchange, the listing of the Resulting Issuer on the Exchange, the exercise of Sayward stock options in connection with the Transaction, holding of shareholder meetings in connection with the Transaction, the completion of the Private Placement (including the terms and timing thereof) and the compensation of the syndicate of agents in connection with the Private Placement. In disclosing the forward-looking information contained in this press release, Sayward has made certain assumptions, including that: the Private Placement will be launched and completed on acceptable terms; all applicable shareholder and regulatory approvals for the Transaction will be received; and that the Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature. Although Sayward believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Transaction will be completed on the terms set out in the LOI or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Sayward disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, 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.
Sayward Capital Corp.
For further information, please contact:
Luke Caplette, Director
Sayward Capital Corp.
Neither the 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.
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.