BSI.H Blue Sky Energy Inc

Blue Sky Energy Inc. (“BSI”) (NEX:BSI) is pleased to announce that, further to its press release dated December 31, 2021, it has entered into a definitive agreement dated January 19, 2022 (the “Definitive Agreement”) relating to the proposed business combination (the “Proposed Transaction”) with EV Technology Group Inc. (“EVT”).

About EV Technology Group Inc.

EVT was founded in 2021 with the mission of accelerating the adoption of electric vehicles. With electric vehicle (“EV”) sales increasing by a forecasted 833% in the next decade1, EVs are expected to transform the landscape of traditional vehicle manufacturers. Whereas some new entrants in the space are focused on competing directly with the OEMs, EVT is focused on operating EV brands and EV assembly in niche markets that typically have higher margins and require less capital expenditure than mass market electric vehicles. A first step in realizing this strategy was EVT’s partnership with MOKE International Limited (“MIL”). MIL is the official producer of MOKE vehicles since 1964 and is coming out with the Moke Electric for the summer of 2022. Through Moke France SAS (“MOKE France”), an EVT subsidiary, EVT will be MIL’s dealer and distribution partner in France and have placed pre-orders for the MOKE vehicles for distribution and rental in France. EVT is further building out the EV portfolio and merging with BSI was the right avenue for pursuing that growth.

Definitive Agreement and Proposed Transaction

The Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among BSI, a wholly-owned subsidiary of BSI (“Subco”), and EVT, whereby Subco and EVT will amalgamate and continue as one corporation (the “Amalgamation”), and the shareholders of EVT will receive shares of BSI (referred to on a post-closing basis as the “Resulting Issuer”).

Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things:

• BSI will: (i) change its name to “EV Technology Group Inc.” or such other name requested by EVT and acceptable to BSI and the applicable regulatory authorities (the “Name Change”); (ii) consolidate its existing common shares (the “BSI Shares”) on the basis of one (1) post-consolidation BSI Share for up to every four (4) pre-consolidation BSI Shares (the “Consolidation”); and (iii) delist the BSI Shares from the TSX Venture Exchange (the “Delisting”);
• following completion of the foregoing, the Amalgamation will be completed, and the EVT shareholders will exchange each EVT common share (the “EVT Shares”) for 4.7 common shares of the Resulting Issuer (the “Resulting Issuer Shares”); and
• the board of directors and management of the Resulting Issuer will be replaced with nominees of EVT.

The Resulting Issuer will hold on a consolidated basis all of the assets and will be subject to all of the liabilities of BSI and EVT, and will continue the business of EVT.

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1 https://www.ft.com/content/fb4d1d64-5d90-4e27-b77f-6e221bc02696

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, EVT completing a non-brokered private placement of subscription receipts for minimum gross proceeds of $5,000,000 (the “Concurrent Financing”), as discussed in greater detail below; BSI completing the Name Change, the Consolidation and the Delisting (collectively, the “BSI Meeting Matters”); the satisfaction by BSI of approximately $2,501,340 of liabilities of BSI by the issuance of approximately 10,005,362 BSI Shares (“BSI Shares for Debt”); TSX Venture Exchange (“TSXV”) acceptance of the Delisting; acceptance of listing of the Resulting Issuer Shares by the NEO Exchange Inc. (the “NEO”); and receipt of the necessary approvals of the shareholders of BSI and EVT. The Proposed Transaction will not be completed while BSI is listed on the TSXV.

The Definitive Agreement will be posted to BSI’s SEDAR profile at www.sedar.com and contains additional details regarding the Proposed Transaction, including as to break fees. As well, further details with respect to the Proposed Transaction are summarized in BSI’s news release dated December 31, 2021.

Listing

In connection with the Proposed Transaction, applications will be made to delist the BSI Shares from the TSXV, and to list the Resulting Issuer Shares on the NEO. The Delisting will be subject to satisfying all of the requirements of the TSXV. The NEO listing will be subject to satisfying all of the NEO’s initial listing requirements.

Management

Following the completion of the Proposed Transaction, the Resulting Issuer will be led by: Wouter Witvoet, CEO and Chairman of the board; Ryan Ptolemy, CFO; Olivier Francois Roussy Newton, President; and Kenny Choi, Corporate Secretary. The Resulting Issuer’s board of directors is expected to consist of four directors, three of whom are nominated by EVT and one of whom is nominated by BSI.

Wouter Witvoet - CEO and Chairman of the BoardWouter is co-founder and CEO of EV Technology Group (EVTG). Before starting EVTG, Wouter Witvoet co-founded DeFi Technologies Inc, which bridges the gap between centralized and decentralized finance. Defi Technologies is listed in Canada under ticker NEO:DEFI. Wouter founded and lead Secfi, a San Francisco based FinTech company and the market leader in financing for startup employees. Secfi has invested over $480M in startups (DoorDash, Palantir, Uber, Snowflake, and more). Witvoet has a background in computer science and graduated from the University of Cambridge.

Olivier Francois Roussy Newton - PresidentOlivier is a co-founder and President of EV Technology Group (EVTG). Before starting EVTG, Olivier Roussy Newton co-founded DeFi Technologies Inc, which bridges the gap between centralized and decentralized finance. Defi Technologies is listed in Canada under ticker NEO:DEFI. Olivier founded and lead HIVE Blockchain Technologies, the first crypto mining company to list publicly in 2017. He is the managing director of BTQ, AG.

Ryan Ptolemy - CFOMr. Ptolemy is a CPA, CGA and CFA charterholder who also attained a bachelor of arts from Western University. Mr. Ptolemy serves as chief financial officer to many public and private companies in the investment, fintech and resource sectors. Mr. Ptolemy formerly served as chief financial officer for an independent investment dealer in Toronto, where he was responsible for financial reporting, budgeting and the company's internal controls.

Kenny Choi – Corporate Secretary Kenny Choi is a corporate lawyer who graduated from Western University’s JD/HBA program in 2013. He was previously an associate at a top-tier Bay Street firm, where he honed his skills in areas including equity and debt financing, mergers and acquisitions, fund formation and private and public securities law. Kenny currently acts as corporate secretary and legal counsel to various publicly-traded CSE, TSXV, TSX and NEO companies to help them develop innovative solutions to achieve their corporate goals.

Jon Foster - DirectorJon Foster is CFO of Nauto, a Silicon Valley advanced mobility company that is the leader in using predictive AI to reduce auto collisions. He previously served as CFO of Zoox, a developer of autonomous electric vehicles, prior to its acquisition by Amazon in 2020. Prior to Zoox he served as CFO of a number of leading edge technology companies. Foster currently serves as a member of the board of directors of Udelv (autonomous electric delivery vehicles) and Verdant Robotics (autonomous farming). Before moving to California, he served as Deputy Director of the Office of Science and Technology Policy in the White House under President Bill Clinton. He holds a BS in Mechanical Engineering from Yale, and a JD from Harvard.

Kent Thexton - DirectorKent Thexton is a technology industry veteran. Kent recently retired as CEO of Sierra Wireless, a global leader in IoT Solutions. Prior to that Kent was a leader in the Canadian Venture Capital market as a Managing Partner at OMERS Ventures (2014-16) and then founding and building ScaleUP Ventures. Kent has significant public board of directors experience, Sierra Wireless from 2005 to 2018 with the last 3 years as Chairman, Redknee Solutions from 2005 to 2016, O2 PLC (FTSE, NYSE). Kent has also provided leadership on numerous private company boards. Kent’s early career was in Telecoms, with 8 years in Toronto at Rogers Wireless (Cantel) through to COO and 6 years in the UK with BT and O2 as Chief Marketing and Product Officer and on the board of directors.

Manpreet Singh – Director Manpreet Singh, CFO and Advisor Manpreet Singh, CFA, is the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has executed investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX, MindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the CoFounder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors. Prior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from $20 million to over $2 billion through various roles in trading, marketing, research, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect, Snowball Industries, Embrace Software, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.

BSI Shareholder Meeting and Anticipated Closing

It is anticipated that an annual general and special shareholder meeting of BSI to approve, among other matters, the BSI Meeting Matters, will take place on February 17, 2022. Further information on the BSI Meeting Matters can be found in the management information circular of BSI to be posted on BSI’s SEDAR profile at www.sedar.com.

Concurrent Financing

In connection with and prior to closing of the Proposed Transaction, EVT proposes to complete a non-brokered private placement of subscription receipts (the “Subscription Receipts”) at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of up to $5,000,000. On the satisfaction or waiver of all conditions precedent to the Proposed Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the “Release Conditions”), each Subscription Receipt will automatically convert into EVT Shares without the payment of additional consideration or the taking of further action on the part of the subscriber, which will then be exchanged for post-Consolidation Resulting Issuer Shares, on the basis of one post-Consolidation Resulting Issuer Share for each one Subscription Receipt.

The gross proceeds of the Concurrent Financing will be held in escrow pending the satisfaction of the Release Conditions. In the event the event the Proposed Transaction does not occur on the date that is 120 days following the final closing date of the Concurrent Financing (or such later date as EVT and BSI may jointly determine), the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.

The net proceeds of the Concurrent Financing, after giving effect to the Proposed Transaction, are expected to be used by the Resulting Issuer for corporate and general working capital purposes.

For further information please contact:

Blue Sky Energy Inc. Kenny Choi Chief Executive Officer Blue Sky Energy Inc. kenny.choi@fmresources.ca416 861 2262 

EV Technology Group Inc.Wouter Witvoet CEO and Chairman of the Board EV Technology Group Inc. wouter@evtgroup.com

In accordance with TSXV policy, the BSI Shares are currently halted from trading and are expected to remain halted until BSI is delisted from the TSXV. Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, NEO acceptance and receipt of applicable corporate approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular of BSI or the listing statement of the Resulting Issuer to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Neither the TSXV nor the NEO has in any way passed on the merits of the Proposed Transaction, and neither has approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

All information contained in this press release with respect to BSI and EVT was supplied by the parties respectively for inclusion herein, and each party has relied entirely on the other party for any information concerning the other party. BSI does not assume any responsibility for the accuracy or completeness of the information provided by EVT.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. 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 within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information

This press release includes statements containing forward-looking information that reflect the current views and/or expectations of management of BSI and EVT, respectively, with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the completion of the Proposed Transaction, the BSI Meeting Matters, the BSI Shares for Debt or the Concurrent Financing as proposed or at all. Forward-looking information is based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which BSI and EVT respectively operate. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict and which are outside of BSI’s control. In particular, there is no guarantee that conditions to the completion of the Proposed Transaction will be satisfied, that the annual general and special meeting of shareholders of BSI or the closing of the Proposed Transaction will take place at the times indicated, that the Concurrent Financing or the Proposed Transaction will be completed, that BSI and EVT will obtain any required shareholder or regulatory approvals, including delisting of the BSI Shares from the TSXV and the listing of the Resulting Issuer Shares on the NEO, or that the Resulting Issuer will be able to achieve its business objectives. Actual results may differ, and may differ materially from those projected in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this press release is provided as of the date of this press release, and neither BSI nor EVT undertakes any obligation to release publicly any revisions for updating any forward-looking statements made herein, except as required by applicable securities laws.