NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
November 2, 2021 – Calgary, Alberta
Sayward Capital Corp. (“Sayward”) (TSXV:SAWC.P) is pleased to announce that it has successfully held its annual general and special meeting of shareholders (the “Meeting”) on November 2, 2021.
Shareholders approved all of the matters brought before the Meeting, including: (i) fixing the number of directors of Sayward as more particularly described in Sayward’s management information circular dated October 5, 2021 (the “Circular”); (ii) electing the directors of Sayward as more particularly described in the Circular; (iii) appointing MNP LLP as auditor of Sayward; (iv) authorizing the amendment of the articles of Sayward to effect the change of Sayward’s name to “Field Safe Solutions Ltd.”, or such other name as the board of directors, in its sole discretion, deems appropriate or as may be required or permitted by applicable regulatory authorities; (v) authorizing a consolidation of the outstanding common shares of Sayward (“Sayward Shares”) as more particularly described in the Circular; (vi) approving the option plan of Sayward; and (vii) approving the adoption of an amended and restated by-law no. 1.
A total of 3,100,000 Sayward Shares were represented by proxy at the Meeting, representing approximately 38.75% of the issued and outstanding Sayward Shares.
Qualifying Transaction Update
Further to its news release dated September 21, 2021, Sayward, Field Safe Solutions Inc. (“Field Safe”) and Sayward’s wholly-owned subsidiary, 2372845 Alberta Ltd., have entered into an amending agreement dated effective October 27, 2021 to the previously executed amalgamation agreement dated September 20, 2021, extending the outside date for completion of the proposed business combination between Field Safe and Sayward (the “Qualifying Transaction”) to December 17, 2021.
Sayward and Field Safe are continuing to work together to complete the requisite due diligence, filings and submissions required to obtain the TSX Venture Exchange’s (the “Exchange”) acceptance 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 Exchange. 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 Exchange.
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.
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, Exchange acceptance and if applicable pursuant to Exchange 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 will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Field Safe or filing statement of Sayward to be prepared in connection with the Qualifying Transaction, 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 Exchange 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.
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 closing of the Qualifying Transaction. Often, but not always, forward-looking statements or information can be identified by the use of words such as “continue” and 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 receipt of all requisite approvals for the Qualifying Transaction, including the approval of Field Safe shareholders and the Exchange; 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 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 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.