Announces Dividend-IN-Kind of Units of Plantext Ltd.
BB1 ACQUISITION CORP.
ANNOUNCES DIVIDEND-IN-KIND OF UNITS OF PLANTEXT LTD.
FOR IMMEDIATE RELEASE
TORONTO, ONTARIO – February 17, 2021 – BB1 Acquisition Corp. (TSXV: BBA.P) ( “BB1” or the
“Corporation”), announces that its board of directors has declared a dividend-in-kind (the “Dividend”) of
9.2 million units of PlantExt Ltd. (“PlantExt”) held by BB1 (“PlantExt Units”) pro rata to the holders of
record of outstanding common shares in the capital of BB1 (the “Recipient Shareholders”) as of February
18, 2021 (the “ Record Date ”). The Dividend will be payable upon the earlier of either (i) PlantExt
completing a going public transaction, or (ii) August 31, 2022.
The PlantExt Units were acquired by the Corporation in connection with a share exchange agreement
between the Corporation and PlantExt, pursuant to which PlantExt agreed to reimburse BB1 an aggregate
of CAD$125,000 for costs and expenses incurred by BB1 in connection with the terminated three-cornered
amalgamation with PlantExt. Each PlantExt Unit is comprised of one common share in the capital of
PlantExt (the “PlantExt Shares”) and one common share purchase warrant exercisable at US$0.01 for a
period of 2 years to acquire one PlantExt Share (the “PlantExt Warrants”).
BB1 has designated the Dividend to be an “eligible dividend” for the purposes of the Income Tax Act
(Canada) and corresponding provincial legislation. The dividend will be taxable and non -residents of
Canada will be subject to Canadian withholding taxes. In order to comply with its statutory withholding
obligations, BB1 will, with respect to Recipient Shareholders having a registe red address outside of
Canada on the Record Date, withhold and retain all interest, right and title to that number of PlantExt Units
required to meet the Company’s withholding obligations with respect to such shareholders (the “Withheld
Units”) and remit t o the Canada Revenue Agency, in cash, the equivalent of the fair market value of the
Withheld Units. Shareholders with questions regarding the tax treatment of dividends should consult with
their own tax advisors or contact their local office of the Canada Revenue Agency and, where applicable,
the provincial taxation authorities.
No fractional units or cash in lieu thereof (or any other form of payment) will be payable under the
Dividend. Any fractional interests in PlantExt Units under the Dividend will be rounded up or down to the
nearest whole number of PlantExt Units. The Corporation has filed a Form 3E with the Exchange in respect
of the Dividend, notifying the Exchange of the Record Date.
About BB1 Acquisition Corp.
The Corporation is incorporated under the Business Corporations Act (Ontario) and is a capital pool
company listed on the TSX Venture Exchange. The Corporation has no commercial operations and has no
assets other than cash.
For further information please contact:
Stephen Shefsky
Chief Executive Officer
(416)-366-4200
Cautionary Notes
Neither the 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 release.