18:36:25 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Trail Blazing Ventures Ltd
Symbol BLAZ
Shares Issued 40,000,000
Close 2022-07-20 C$ 0.13
Market Cap C$ 5,200,000
Recent Sedar Documents

Trail Blazing Ventures details Ecologyst Outfitters QT

2022-08-05 12:13 ET - News Release

Mr. Darren Bondar reports

TRAIL BLAZING VENTURES LTD. ANNOUNCES PROPOSED QUALIFYING TRANSACTION

Trail Blazing Ventures Ltd. has provided details concerning its proposed arm's-length qualifying transaction involving a proposed business combination with Ecologyst Outfitters Inc., a private company incorporated under the laws of British Columbia.

Ecologyst is a company with a goal of disrupting the legacy clothing industry by producing and selling sustainably and ethically produced fashion through its manufacturer-to-consumer (M2C) business model using 100-per-cent natural biodegradable materials. Its mission is to create the world's most sustainable clothing supply chain. Founded in 2019 in Victoria, B.C., Ecologyst combines technology and in-house ethical production to eliminate waste and reduce inventory, while maintaining high-quality standards. Ecologyst is expanding its M2C model to bring its locally produced production practices to more cities across North America. Ecologyst believes that the future is circular, where the solution to ending the environmental degradation associated with the existing clothing industry lies with owning fewer, higher-quality and ethically produced garments.

Prior to the completion of the transaction, Ecologyst intends to complete a brokered private placement offering of up to $4-million. The private placement shall be in the form of subscription receipts of Ecologyst at a price of 20 cents per subscription receipt. The private placement is expected to be completed prior to the closing of the transaction. In connection with the completion of the transaction, the subscription receipts shall automatically convert into newco common shares (as defined below). Additionally, Ecologyst is currently in the process of completing a non-brokered private placement of common shares for up to $3-million. The initial private placement is in the form of common shares of Ecologyst at a price of 20 cents per Ecologyst Common share. The initial private placement is expected to be completed in September, 2022.

The corporation has entered into a non-binding letter of intent with Ecologyst dated Aug. 4, 2022, pursuant to which the corporation and Ecologyst intend to complete the transaction by way of share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternative structure to be determined, having regard to relevant tax, securities and other factors and potentially including a preclosing reorganization of Ecologyst, to form the resulting issuer (newco) to be named Ecologyst Outfitters or such other name as may be determined by Ecologyst. Pursuant to the proposed transaction, each issued and outstanding Ecologyst common share and subscription receipt will be exchanged into one common share of newco on a 1:1 basis so that all of the issued and outstanding Ecologyst common shares will be exchanged for approximately 80,513,934 newco common shares (not including Ecologyst common shares issued pursuant to the initial private placement, the subscription receipts issued pursuant to the subscription receipt private placement or other Ecologyst common shares reserved for issuance), and each unexercised incentive stock option of Ecologyst shall be exchanged for a replacement option issued by newco with the same terms as the option exchanged therefor. Additionally, it is expected that the outstanding common shares and options of the corporation will be consolidated on a 2:1 basis.

It is intended that the transaction, when completed, will constitute the corporation's qualifying transaction in accordance with Policy 2.4 of the TSX Venture Exchange corporate finance manual. A more comprehensive news release will be issued by the corporation disclosing details of the transaction, including financial information respecting Ecologyst, further details regarding the private placement, the names and backgrounds of all persons who will constitute insiders of newco, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including: i) approval of the transaction by the boards of directors of the corporation and Ecologyst; ii) satisfactory completion of due diligence; and iii) execution of the definitive agreement.

The corporation does not anticipate that shareholder approval will be required with respect to the transaction under the rules of the exchange. However, the structure of the transaction has not yet been finalized so shareholder approval under corporate law may be required. In the event a final agreement is not reached, the corporation will notify shareholders. Trading in the common shares of the corporation will remain halted and is not expected to resume trading until the transaction is completed or until the exchange receives the requisite documentation to resume trading.

About Trail Blazing Ventures Ltd.

The corporation is a capital pool company (CPC) that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the exchange's CPC policy, until the completion of its qualifying transaction, the corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.

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