TORONTO — Next Hydrogen Solutions Inc. (formerly BioHep Technologies Ltd., the “Resulting Issuer”) and Next Hydrogen Corporation (“Next Hydrogen”) are pleased to announce the completion of the three-cornered amalgamation (the “Amalgamation”) between Next Hydrogen and a wholly-owned subsidiary of the Resulting Issuer (“Finco”) to form a subsidiary of the Resulting Issuer (“Amalco”) as well as the receipt of conditional approval to list the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) on the TSX Venture Exchange (the “Exchange”).
A Listing Statement in respect of the Resulting Issuer has been prepared in accordance with the requirements of the Exchange and is anticipated to be filed under the Resulting Issuer’s issuer profile on SEDAR at www.sedar.com. It is anticipated that the Resulting Issuer Shares will commence trading on the Exchange under the symbol “NXH” on or about June 30, 2021, subject to the Exchange providing final approval of the listing of the Resulting Issuer Shares.
“Our listing will be a historic day for us on our journey to decarbonize the global economy using clean hydrogen,” said Raveel Afzaal, President and CEO of Next Hydrogen. “Leading up to this, we have undergone a significant transformation, including a significant increase in our diverse team, the addition of four new high-quality and independent board members, the implementation of robust internal processes and capabilities, and a significant increase to our working capital. We are focused on carrying this momentum forward. I would like to personally thank our shareholders for their support and our employees for their dedication to our mission.”
Summary of the Amalgamation and the Concurrent Financing
Pursuant to the Amalgamation: (i) all of the outstanding common shares of Next Hydrogen (“Next Hydrogen Shares”), being 16,580,608 Next Hydrogen Shares, were cancelled and in consideration therefore holders thereof received Resulting Issuer Shares on the basis of one Resulting Issuer Share for every one Next Hydrogen Share (the “Exchange Ratio”); (ii) all of the outstanding common shares of Finco (“Finco Shares”) were cancelled, being 5,554,500 Finco Shares, and in consideration therefore holders thereof received Resulting Issuer Shares based on the Exchange Ratio; and (iii) Amalco became a wholly-owned subsidiary of the Resulting Issuer. The Amalgamation was an arms’ length transaction. Upon closing of the Amalgamation, the Resulting Issuer is continuing the business of Next Hydrogen.
After giving effect to the Amalgamation, the prior shareholders of Next Hydrogen collectively exercise control over the Resulting Issuer. Pursuant to the Amalgamation, all securities of Next Hydrogen convertible into Next Hydrogen Shares ceased to represent a right to acquire Next Hydrogen Shares and provide for the right to acquire the same number of Resulting Issuer Shares at the same exercise price per share, reflecting the Exchange Ratio.
Prior to completion of the Amalgamation, the Resulting Issuer completed: (i) an arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia), which resulted in the spin-out of certain assets and liabilities of the Resulting Issuer into a newly incorporated subsidiary of Resulting Issuer; (ii) the consolidation of its outstanding common shares on the basis of one post-consolidation share for every 13.3 pre-consolidation shares, resulting in 748,324 Resulting Issuer Shares on a post-consolidated basis; and (iii) the name change from “BioHep Technologies Ltd.” to “Next Hydrogen Solutions Inc.”.
Prior to the completion of the Amalgamation, the parties completed a private placement (the “Concurrent Financing”) of subscription receipts (the “Subscription Receipts”) at a price of $10.00 per Subscription Receipt for aggregate gross proceeds of $55,545,000. Each Subscription Receipt entitled the holder thereof to acquire one Finco Share, which was ultimately exchanged for one Resulting Issuer Share pursuant to the Amalgamation.
It is anticipated that the proceeds of the Concurrent Financing (after deduction of costs of fees incurred) are anticipated to be used to further develop the Resulting Issuer’s products, hire additional team members, conduct research and development, repay certain indebtedness of the Resulting Issuer and for general corporate purposes. Although the Resulting Issuer intends to use the proceeds of the Concurrent Financing as described above, the actual allocation of proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities.
Pursuant to the policies of the Exchange, all common shares and options held by officers, directors, promoters and 10% shareholders were deposited into escrow for a period of 36 months. In total, 4,713,143 Resulting Issuer Shares and 1,575,000 options are subject to escrow with TSX Trust Company as escrow agent prior to completion of the listing.
In connection with the Concurrent Financing, the agents required that each director, officer and holders of 0.5% or more of the issued and outstanding Next Hydrogen Shares as of the date of the closing of the Concurrent Financing enter into lock-up agreements in favour of the agents, restricting the ability of such individual or company to sell or transfer the Resulting issuer Shares, commencing on the date of the closing of the Concurrent Financing and ending on the date that is 180 days following the closing of the Amalgamation, subject to certain limited exceptions.
In addition to the above, applicable seed share resale restrictions were imposed on securities purchased by non-principals in certain circumstances at a price which was below 5% of price at
which the Subscription Receipts were issued. An aggregate of 4,654,297 Resulting Issuer Shares are subject to a one-year hold period.
At the time of listing, the Resulting Issuer will have 22,883,432 Resulting Issuer Shares issued and outstanding.
New Board of Directors
The Resulting Issuer’s board of directors has been reconstituted to include, Raveel Afzaal, Walter Howard, Matthew Fairlie, Allan Mackenzie, Jens Peter Clausen, Michael Pyle, Susan Uthayakumar and Anthony Guglielmin. Please see below for a brief biography on each recently added proposed director:
Mr. Pyle is the Chief Executive Officer of Exchange Income Corporation, a diversified, acquisition-oriented corporation focused on opportunities in aerospace, aviation services and equipment, and manufacturing. Mr. Pyle holds a Bachelor of Arts degree (Economics) and an MBA (Finance) from the University of Manitoba and served in positions of increasing seniority culminating as President of The Arctic Glacier Income Fund (and its predecessor, The Arctic Group Inc.) from 1998 to 2002. Mr. Pyle is currently a director of CentrePort Canada Inc. and a director of the Winnipeg Blue Bombers Football Club. Mr. Pyle has been a member of the ICD since 2017.
Jens Peter Clausen
Mr. Clausen is VP of Engineering – Data Center Advanced Technology Innovation (ATI) for Google. Prior to joining Google, Mr. Clausen held executive roles in manufacturing, engineering, and operations at LEGO Group, Tesla, and Zymergen. He has planned, given design input, and built sites while leading large operations teams in Hungary, Mexico, and the US. Career highlights include co-creating the manufacturing network strategy at LEGO, building the manufacturing at Gigafactory 1 from the ground up and leading powertrain manufacturing at Tesla, as well as creating impossible and advanced materials based on genetically engineered microbiology at Zymergen. Mr. Clausen holds a bachelor’s degree in industrial engineering with a diploma in leadership from Aarhus University. He also holds a master’s degree in MMT innovation and technology from Aalborg University.
Ms. Uthayakumar is a business executive with almost 25 years of experience in finance and executive management. She has been with Schneider Electric, an energy technology company, for the past 15 years and has served as President of Schneider Electric Canada since January 2018, with overall responsibility for Canadian operations. She began her career as a CA with Deloitte, where she held positions of increasing responsibilities before joining McCain, where she executed global growth strategies and acquisitions across North America, Europe and Asia. Ms. Uthayakumar is a CA and CPA and has an Executive MBA from the Kellogg School of Management as well as a Bachelor of Arts and a Master of Accounting from the University of Waterloo.
Mr. Guglielmin is a seasoned executive, having recently retired as SVP and Chief Financial Officer of Ballard Power Systems, a global leader in clean energy fuel cell products and solutions, having originally joined Ballard in June 2010. Mr. Guglielmin holds a BA in Economics and Political Science and an MBA from McGill University. He also holds the Chartered Financial Analyst designation and is a member of the Financial Executives Institute. He serves on the Board of Westport Fuel Systems, Information Services Corporation, as well as a number of private and not-for-profit organizations. He was awarded the Business in Vancouver 2017 CFO of the year in the Transformation Agent category.
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