/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/EDMONTON, AB, April 26, 2021 /CNW/ - Wolverine Energy and Infrastructure Inc. ("Wolverine" or the "Company") (TSXV: WEII) held its special meeting of shareholders on April 26, 2021 (the "Meeting") to consider a resolution approving the previously announced reverse takeover transaction involving Wolverine and Blackheath Resources Inc. (the "Transaction"), part of which will be completed by an arrangement under the Business Corporations Act (Alberta) (the "Arrangement"), pursuant to an amalgamation and arrangement agreement dated February 16, 2021 among Wolverine and Blackheath, among others (the "Amalgamation and ArrangementAgreement").The Transaction and the details of the Meeting are described in detail in the information circular of Wolverine, dated March 26, 2021 (the "Circular"). The Circular was mailed to shareholders of Wolverine and is available under Wolverine's company profile on the SEDAR website at www.sedar.com.At the Meeting, the special resolution to approve the Transaction was passed by Wolverine's shareholders in accordance with the below voting results.
Votes For%Votes Against%64,906,032
100200Shareholder approval at the Meeting represents an important step in the completion of the Transaction, which remains subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and written approval of the holders of a majority of Blackheath's shares. Where applicable, the Transaction cannot close until the required conditions have been met. There can be no assurance that the Transaction will be completed as proposed or at all.About Wolverine
Wolverine will continue as an industry leading, TSXV publicly–traded diversified energy and infrastructure service provider in western Canada and the United States, providing a wide range of services including: water management, production testing, oilfield/energy rentals, and environmental services. Wolverine's original business roots and operations began in 1952. Over the course of its history, Wolverine has a strategy combining organic growth and strategic acquisitions. As a result of the Transaction, Wolverine will have material additional capital and will be strongly positioned to continue its focus on driving shareholder value, through return on capital deployed, market diversification, and maintaining best-in-class services throughout the full life cycle of its diverse clients' projects.About Blackheath (including Green Impact Operating Corp.) and Green Impact Partners (the "Resulting Issuer" or "GIP")Blackheath currently has no ongoing operations and previously operated as a junior mineral exploration company. Blackheath is listed under the trading symbol "BHR" on the TSXV. Blackheath was incorporated under the laws of British Columbia in May 2011 and was engaged in the exploration and development of mineral properties in northern Portugal, primarily for tungsten and tin. Blackheath currently has no operations but does maintain a royalty interest in the Borralha tungsten project, which is subject to an option agreement with another company.As noted in the joint February 16, 2021 press release of Wolverine and Blackheath, after giving effect to the Transaction, GIP (formerly named Blackheath) will operate as an ESG and renewables company incorporated under the laws of British Columbia, the shares of which will be listed on the TSXV under the symbol "GIP". Following completion of the Transaction, GIP will operate with a focus on renewable energy through by-products, waste water and carbon reduction.
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 news release.Cautionary StatementsThis news release contains forward-looking statements and/or forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. When used in this release, such words as "would", "will", "anticipates", believes", "explores" and similar expressions, as they relate to Blackheath, Wolverine, GIP or their management, are intended to identify such forward-looking statements. Such forward-looking statements reflect the current views of Wolverine and Blackheath (including its subsidiary, Green Impact Operating Corp.) with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause Wolverine's or GIP's actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements. In particular, this news release contains or implies forward-looking statements pertaining to: the Transaction (including closing of the Transaction) and the future business and prospects of GIP and Wolverine. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to: the impact of general economic conditions in Canada and the United States, including the ongoing COVID-19 pandemic; industry conditions including changes in laws and regulations and/or adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, in Canada and the United States; volatility of prices for energy commodities; changes in demand for energy and infrastructure services offered by Wolverine and change in demand for clean energy to be offered by GIP; competition; lack of availability of qualified personnel; obtaining required approvals of regulatory authorities, in Canada and the United States; ability to access sufficient capital from internal and external sources; satisfaction of the conditions to the Transaction; many of which are beyond the control of Blackheath, Wolverine and GIP. These forward-looking statements reflect material factors, expectations and assumptions, including the terms of the Amalgamation and Arrangement Agreement. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such forward-looking statements. Although the forward-looking statements contained in this document are based upon assumptions which management of Blackheath and Wolverine believes to be reasonable, Blackheath and Wolverine cannot assure readers that actual results will be consistent with these forward-looking statements. Readers are encouraged to review and carefully consider the risk factors pertaining to Wolverine's business and GIP's proposed ownership and operation of the Clean Energy Assets described in the Circular, which is accessible on Wolverine's SEDAR issuer profile at www.sedar.com. The forward-looking statements contained in this release are made as of the date of this release, and except as may be expressly be required by law, Wolverine and Blackheath disclaim any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.Management of Blackheath and Wolverine has included the above summary of assumptions and risks related to forward-looking statements provided in this release in order to provide shareholders with a more complete perspective on Wolverine's, Blackheath's and GIP's current and future operations and such information may not be appropriate for other purposes. Wolverine and GIP's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits Wolverine and GIP will derive therefrom.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.Readers are cautioned that, except as disclosed in the management information circular of Wolverine dated April 26, 2021 or the filing statement of Blackheath to be prepared in connection with the Transaction (including the Subscription Receipt Financing), any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. SOURCE Wolverine Energy and Infrastructure Inc.