Ecc Ventures 2 Announces C$2,000,000 Brokered Private Placement Led BY Canaccord Genuity
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ECC VENTURES 2 CORP.
Suite 1600, 609 Granville Street
Vancouver, BC V7Y 1C3
Telephone: 1-778-331-8505
NEWS RELEASE
ECC VENTURES 2 ANNOUNCES C$2,000,000 BROKERED PRIVATE PLACEMENT LED BY
CANACCORD GENUITY
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
March 6, 2019 – Vancouver, BC, Canada. ECC Ventures 2 Corp. (“ ECC2” or the “ Company”)
(TSXV: ETWO.P) is pleased to announce that further to its news release of January 23, 2019 and its
proposed qualifying transaction (the “ Acquisition”) to acquire Long Island Brand Beverages LLC and
Long Island Beverages Corp. (collectively, “Long Island Beverages”), it has entered into an engagement
letter with Canaccord Genuity Corp. (the “Agent”) to complete a brokered private placement (the
“Financing”) of subscription receipts of the Company (the “Subscription Receipts”), for minimum gross
proceeds of $2,000,000, through the issuance of not less than 4,000,000 Subscription Receipts at a price
of C$0.50 per Subscription Receipt. The size of the Financing may be increased with the consent of
ECC2 and the Agent.
The proceeds of the Financing will be held in escrow, pending the Company rece iving all applicable
regulatory approvals, and completing all matters and conditions relating to the Acquisition, including a
1.5:1 forward-split of the Company’s common shares . Upon satisfaction of the escrow conditions, each
Subscription Receipt will automatically convert , for no additional consideration, into units of the
Company (the “Units”) consisting of one post-forward-split common share of the Company (a “Common
Share”) and one common share purchase warrant (a “Warrant”) entitling the holder to acquire one
additional Common Share at an exercise price of C$1.00 per Warrant, for a period of 12 months from the
date the escrow release conditions are satisfied. On completion of the Financing, the Company will pay a
cash commission to the Agent equal to 7.0% of the gross proceeds of the Financing and will issue the
Agent warrants to purchase such number of Units of the Company as is equal to 7.0% of the number of
Subscription Receipts sold under the Financing (the “ Agent Warrants”). The Agent Warrants will be
exercisable at an exercise price of C$0.50 per Agent Warrant for a period of 12 months from the date the
escrow release conditions are satisfied.
The Company is also pleased to announce that on completion of the proposed Acquisition and subject to
entering into agreed employment contracts, it is anticipated the Company’s Board of Directors and senior
management team of Long Island Beverages will be reconstituted to include the following directors and
officers:
Tom Cardella – Chairman of the Board
Mr. Cardella is the founder of Cardella & Associates LLC and is a beverage industry consultant. Prior to
founding Cardella & Associates, Mr. Cardella was the President and CEO of Tenth and Blake Beer
Company, a division of MillerCoors, from June 2010 t o January 2015. He also served as President
Eastern Division for MillerCoors, where he was responsible for all commercial operations in the eastern
half of the United States. Prior to the merger with Coors, Mr. Cardella was Executive Vice President of
Sales and Distribution for Miller Brewing Company . Prior to rejoining the Miller Brewing Company in
August 2005, Mr. Cardella spent nearly a decade at InBev where he held several senior -level positions,
including U.S. Vice President of Sales, CEO of Beck’s Nor th America, Vice President of Strategy for
FEMSA Cerveza in Monterey, Mexico (joint venture of InBev/Femsa) and Vice President of Marketing at
Labatt USA. Mr. Cardella spent the earlier years of his career with Miller Brewing Co. from 1978 through
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1995 in various sales and marketing positions. Mr. Cardella has served on the Board of Directors of the
Green Bay Packers, the United Way of Greater Milwaukee and the Marcus Center for Performing Arts.
John Carson –Co-Chief Executive Officer
Mr. Carson is the Chairman of I nternational Beverage Capital Inc. and the former Chairman, Chief
Executive Officer and President of several leading beverage companies including Marbo Inc. and Triarc
Beverages, both private- equity-backed corporations. As Presi dent of RC Cola, a division of Triarc
Beverages, he led the acquisition and integration of Snapple Beverages and expanded business
internationally by leading negotiations in China, Japan, Mexico, South America, Russia and Poland. . He
is a former President of Cadbury Schweppes North America where he led the expansion of the Schweppes
brand beyond mixers and into adult soft drinks. Mr . Carson is also a former Board Member of the
National Soft Drink Association and is on the Board of Directors of Head Country BBQ Sauce and
Imageworks Sales and Marketing.
Bill Hayde – Co-Chief Executive Officer and Board Member
Mr. Hayde is an Executive Vice President and Co-Founder of InterContinental Beverage Capital , Inc., a
merchant bank focused specifically on the beverage and consumer packaged goods industries. He has
worked on Wall Street for over 25 years. Between 2002 and 2009 he was the co- owner of Waterville
Investment Research, which also operated a small Hedge Fu nd. He was an officer, director and
controlling shareholder of E Global Marketing and W3 Group Inc., which were all merged with larger
public companies. Mr . Hayde has extensive knowledge of FINRA, NASDAQ, and other regulatory
bodies and issues.
Philip Thomas – President
Mr. Thomas has held a number of executive-level positions across companies. Mr. Thomas founded Long
Island Brand Beverages LLC and co-founded several other companies spanning a wide range of sectors.
This includes Capital Link Holdings Cor p., a company which provided investor advice and guidance as
well as investing in diverse industries, in which he also acted as President. He was Chief Executive
Officer of KarbonEx Corp., a company aiding companies in developing environmentally-friendly policies
in order to gain carbon credits.
Lawrence Pemble – Board Member
Mr. Pemble has an extensive background in v enture capital and private equity where he is a p artner and
director in firms that focus on emerging opportunities , most recently a director of Blackcomb
Technologies Limited, a Canadian private equity firm, and in Bonsai Capital, a life science focused
private equity firm, where he is currently a director . Combining strong entrepreneurial and corporate
finance backgrounds, Mr. Pemble has led numerous financing rounds, M&A transactions, IPOs and has
held executive roles, up to and including CEO, in both public and private equity backed companies.
Currently, Mr. Pemble is also the Chief Operating Officer of Hemogenyx Pharmaceuticals PLC an
oncology focused Biotech Company listed on the London Stock Exchange.
Scott Ackerman – Board Member
Mr. Ackerman is the President and CEO of Emprise Capital Corp. a company providing management,
restructuring, accounting and financial services to public companies. Mr. Ackerman has been active in the
public markets for more than 25 years, having held senior executive roles in various capacities from
Investor Relations to Executive Management. In addition to his role with Emprise, Mr. Ackerman serves
as director and/or officer of a number of publicly traded and private “start -up” venture companies, and
has experience in all aspects of corporate restructures, both in the US and Canadian jurisdictions.
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The Company continues to assess appropriate candid ates for the position of Chief Financial Officer. This
individual will also assume the role of C orporate Secretary of the Resulting Issuer. Further information
will be provided by press release once finalized.
The parties to the proposed Acquisition announced that they have also entered into an amendment to the
Letter of Intent, dated effective February 8, 2019 (the “ Amended LOI ”). Under the terms of the
Amended LOI, on closing, ECC2 will complete a forward share split of its common shares on a 1 for 1.5
basis and Long Island Beverages and their security holders will be issued an aggregated 15,545,455 post -
forward-split common shares of ECC2 (the “Consideration Shares”), and $500,000, as consideration for
the Acquisition. A n additional 2,700,000 currently issued post -forward-split common shares of the
Company will be transferred within escrow to certain members of the new management team . The
Company will also issue 890,000 post -forward-split common shares to certain finders in connection with
the Acquisition. Certain of the Consideration Shares will be subject to escrow pursuant to the policies of
the Exchange, in addition to pooling restrictions that may be negotiated by the parties. Long Island
Beverages Corp. (“LIBC”) has also agreed to have not less th an $470,000 in working capital on
completion of the Acquisition, less transaction costs.
The Company also announces that, subject to Exchange approval, it intends to advance $250,000 to Long
Island Brand Beverages LLC (“LIBB’), as previously announced on January 23, 2019. The loan bears
interest at the rate of 10% per annum, w ill be secured against the assets of LIBB and is guaranteed by its
parent company, Long Blockchain Corp. The loan will be due and payable on July 31, 2019 if the
Acquisition is not completed by such date.
Completion of the Acquisition and the Financing are subject to a number of conditions, including
Exchange acceptance, completion of satisfactory due diligence by the Agent, and execution of an Agency
Agreement between the Company and the Agent . Trading of ECC2’s common shares will remain halted
pending further filings with the Exchange.
For more information please contact Scott Ackerman, Director, at 778 -331-8505 or email:
On Behalf of the Board of Directors of ECC Ventures 2 Corp.
Scott Ackerman
Director
Completion of the Acquisition is subject to a number of conditions, including but not limited to Exchange acceptance and if
applicable pursuant to the Exchange Requirements, majority of the minority shareholder approval . Where applicable, t he
Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Definitive Agreement will
be executed or that the Ac quisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in
the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to
the Qualifying Transacti on or the Acquisition may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor
disapproved the contents of this news release.
Neither 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.
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are
not historical in nature are intended to be, and are hereby identified as, “ forward‐looking s tatements”. Forward‐looking
statements may be identified by words including “ anticipates”, “believes”, “intends”, “estimates”, “expects” and similar
expressions. The Company cautions readers that forward‐looking statements, including without limitation tho se relating to the
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Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual
results to differ materially from those indicated in the forward‐looking statements.