Market Newsdesk

HALIFAX, Nova Scotia and VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) — MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) (“CanadianGoldCamps”) are pleased to announce that they have entered into an arm’s length agreement dated November 12, 2020 (the “Agreement”) with respect to a contemplated business combination by way of a proposed share exchange between MegumaGold and Canadian GoldCamps to which MegumaGold would acquire 100 per cent of the issued and outstanding shares of Canadian GoldCamps (the “Transaction”). The parties shall jointly prepare an information circular (setting forth inter alia the recommendations of their respective boards of directors for the proposed Transaction) as soon as reasonably feasible. Each party will file a Notice of Meeting and Record Date on SEDAR in due course.

The proposed Transaction would provide shareh
olders of both companies with:

• A complementary district consolidation of Canadian GoldCamps properties in New Brunswick’s Bathurst Mining Camp, Newfoundland’s Central Gold Belt, and MegumaGold’s extensive exploration land position in Nova Scotia’s Meguma Gold District;
• Combined goal of defining additional gold resources across Nova Scotia and New Brunswick in 2021;
• Strengthened balance sheet and enhanced ability to raise capital to advance exploration;
• Strengthened management and leadership team through complimentary skillsets;
• A critical mass to support further accretive entry into dominant positions in Gold Camps across Canada.

Canadian GoldCamps is engaged in the acquisition, exploration and development of natural resource assets with a focus on precious metal properties which have potential for both significant exploration upside and are prospective for future development. Canadian GoldCamps this year expanded its strategic focus toward precious metals and further affirmed its forward-looking plan to build a diversified portfolio of exploration properties in historical gold-producing areas of Canada.

MegumaGold has assembled a strategically positioned, district-scale claim tenure comprised of 110,791 hectares within the Meguma Gold District in Nova Scotia. MegumaGold’s current focus is preparing drilling campaigns for its Caribou, Killag, and Touquoy West Properties while continuing to develop its regional targets throughout the district. At Touquoy West, located 4 km to the west of St Barbara’s Touquoy mine, combined soil geochemistry results and Induced Polarization (IP) survey results have identified three main anomalies on strike with the Touquoy mine that have never been drill tested. At Killag, MegumaGold’s initial Reverse Circulation (RC) drilling program has identified anomalous gold results over a strike length of 1 km open to the east and west, approximately 20 km to the east of St Barbara’s Touquoy mine. In September of 2020 MegumaGold completed an amalgamation with Osprey Gold acquiring the Goldenville deposit (see MegumaGold press release dated September 14, 2020).

Canadian GoldCamps has assembled approximately 4,150 hectares of prospective gold properties in New Brunswick, near the historic Bathurst mining district, and in Newfoundland’s Central Newfoundland Gold Belt, a region that has recently shown significant gold exploration success. In New Brunswick, Canadian GoldCamps properties encompass the majority of the Elmtree Gold Project (“Elmtree”), which contains a historical resource estimate and will require additional exploration and drilling to enhance its gold-bearing potential. A Mineral Resource Estimate is currently planned for the Elmtree Project that will incorporate the results from an upcoming drilling program and the latest industry gold price forecasts. In Newfoundland, Canadian GoldCamps’ seven claims are proximal to the northeast trending Dog Bay Suture and the parallel Appleton and JPB Faults, which have been identified as hosting significant gold-bearing potential.

Theo Van der Linde, President of MegumaGold stated, “We’re incredibly pleased to be workingwith the GoldCamps team in building a premier gold exploration and development company with assets in emerging gold districts throughout Atlantic Canada. With this merger Meguma shareholders will benefit by not only be acquiring high quality assets with growth potential, but also direct access to invaluable guidance from well regarded Board members.”

David Garofalo, Director of Canadian GoldCamps commented, “Today’s announcement is yet another positive step towards fulfilling our vision of creating a premier, Canadian-based precious metals focused exploration and development company. The advanced stage of our assets in New Brunswick, along with the early, albeit exciting potential of the properties in Newfoundland, are a great regional and strategic fit to MegumaGold’s extensive land position in the under explored Meguma Gold District.I would like to thank our CEO, Alex Terentiew, for advancing Canadian GoldCamps towards this merger and helping create a new exploration company that shareholders can be excited about. We wish him well in his next endeavour.”

Alex Terentiew, President and CEO of Canadian GoldCamps stated
,
“
2020
has been a very busy and exciting
year
for the Company, and for the gold mining industry at large, and I am delighted to have had the privilege to lead
Canadian GoldCamps
through its growth thus far. With the combined portfolio of assets based in the Atlantic
P
rovinces, and taking into account travel restrictions during this global C
OVID
-19 pandemic,
however,
this merger presents an opportunity for all shareholders to benefit from the
experience and relationships MegumaGold’s existing management team has fostered
in the region
over the past few years. I am confident that
MegumaGold’s CEO,
Regan Isenor,
who is based in Halifax
and has
both regional and international experience,
is well suited to
lead the company forward
. I wish the Company great success in the years ahead.
”

Details of the Proposed Transaction

MegumaGold will acquire all of the issued and outstanding shares of Canadian GoldCamps. Each shareholder of Canadian GoldCamps (each, a “GoldCamps Shareholder”) will receive such number of common shares of MegumaGold (the “Meguma Shares”) as is equal to the product of the number of common shares of Canadian GoldCamps (the “GoldCamps Shares”) held by such shareholder at an exchange ratio which equals one and one-tenth (1.1) Meguma Shares per one (1) GoldCamps Share outstanding at the closing of the Transaction.

The definitive agreement will provide that unexercised incentive stock options and share purchase warrants of Canadian GoldCamps will be assumed by MegumaGold and will: (i) remain outstanding for their full term, and (ii) following the closing date of the Transaction, entitle the holder thereof to acquire Meguma Shares in lieu of GoldCamps Shares, in such number and at such exercise price as shall be adjusted based on the exchange ratio inherent in the Transaction, and otherwise on the same terms and conditions as existed prior to the Transaction.

Canadian GoldCamps will have the right to appoint three (3) members to the board of directors of the resulting issuer, with the total number of members of such board of directors to be initially set at four (4). MegumaGold shall contribute management personnel to the resulting issuer.

MegumaGold currently has 136,318,288 outstanding common shares and 34,466,433 shares reserved for issuance under incentive stock options and share purchase warrants. As of today’s date, it is anticipated an aggregate of 82,966,803 Meguma Shares are anticipated to be issued to the GoldCamps Shareholders, along with options and warrants entitling GoldCamps Shareholders to acquire a further 30,903,501 Meguma Shares.

Based on the foregoing and assuming no outstanding options or warrants of Canadian GoldCamps are exercised prior to closing and giving effect to any concurrent financing, the resulting issuer from the Transaction will have 219,285,092 shares issued and outstanding, of which former GoldCamps Shareholders will hold approximately 38% of the issued and outstanding common shares of the resulting issuer (40% of the common shares of the resulting issuer on a fully diluted basis).

The Transaction is subject to a number of conditions, including due diligence by each party, completion of definitive documentation, approval by Boards of Directors of each party, obtaining any necessary shareholder approvals (including any minority approval required by Multilateral Instrument 61-101, if applicable, obtaining all governmental, regulatory, Canadian Securities Exchange (the “CSE”), and other third-party approvals which are necessary in order to allow the parties to complete the Transaction. The precise form of the Transaction will be determined following further advice and consultation with the parties’ respective legal and tax advisors. The Transaction cannot close until all of these conditions are met. There can be no assurance that the Transaction will be completed as proposed, or at all. A finder’s fee may be payable on the transaction.

Qualified Person Statement

This press release has been reviewed and approved by Regan Isenor, Chief Executive Officer of MegumaGold Corp. Bob Komarechka, P.Geo., Director of Canadian GoldCamps Corp and a “Qualified Persons” as defined under NI 43-101, has prepared and approved the scientific and technical information disclosed in this press release.

About MegumaGold Corp.

MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) is a Canadian junior gold exploration company engaged in the business of acquiring, exploring and developing natural resource properties. MegumaGold has centered its exploration focus on the developing Meguma formation of Nova Scotia. As a result, MegumaGold has assembled a strategically positioned, district-scale tenure position of 110,791 hectares within the Meguma Gold District. For additional information, please visit MegumaGold’s website: http://www.MegumaGold.com.

About Canadian GoldCamps Corp.

Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) is a Canadian-based gold exploration and development company established to provide investors with exposure to the best opportunities that the next generation of Canadian gold discoveries may present. Canadian GoldCamps is intent on being proximal to large new discoveries with a commanding position in these highly active gold camps, as well taking commanding positions in belts that possess all of the ingredients for the next major Canadian gold discovery. For additional information, please visit Canadian GoldCamp’s website: https://www.goldcamps.ca/.

Upon closing of the Transaction, the resulting issuer is expected to be listed for trading on the CSE.

For more information, please contact:
Mr. Regan Isenor, Chief Executive Officer, MegumaGold Corp.
902-233-4381
[email protected]
www.megumagold.com

Mr. Alex Terentiew, Chief Executive Officer, Canadian GoldCamps Corp.
647-640-241
[email protected]
www.goldcamps.ca

Forward-Looking Statements and Cautionary Language

All statements in this presentation, other than statements of historical fact, are “forward-looking information” with respect to MegumaGold and Canadian
GoldCamps
within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to the proposed transaction, proposed board and management changes and shareholder and exchange approvals. MegumaGold and Canadian
GoldCamps
provide forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, results of due diligence investigations, ability to raise adequate financing, shareholder and exchange approvals in respect of the transaction and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and reported in
MegumaGold’s
and Canadian
GoldCamps’
 public filings under its respective SEDAR profile at www.sedar.com. Although MegumaGold and Canadian
GoldCamps
have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold and Canadian
GoldCamps
disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

The CSE has not approved or disapproved the contents of this news release or passed upon the merits of any of the transactions described herein, including the Transaction.

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

HALIFAX, Nova Scotia and VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) — MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) (“CanadianGoldCamps”) are pleased to announce that they have entered into an arm’s length agreement dated November 12, 2020 (the “Agreement”) with respect to a contemplated business combination by way of a proposed share exchange between MegumaGold and Canadian GoldCamps to which MegumaGold would acquire 100 per cent of the issued and outstanding shares of Canadian GoldCamps (the “Transaction”). The parties shall jointly prepare an information circular (setting forth inter alia the recommendations of their respective boards of directors for the proposed Transaction) as soon as reasonably feasible. Each party will file a Notice of Meeting and Record Date on SEDAR in due course.

The proposed Transaction would provide shareh
olders of both companies with:

• A complementary district consolidation of Canadian GoldCamps properties in New Brunswick’s Bathurst Mining Camp, Newfoundland’s Central Gold Belt, and MegumaGold’s extensive exploration land position in Nova Scotia’s Meguma Gold District;
• Combined goal of defining additional gold resources across Nova Scotia and New Brunswick in 2021;
• Strengthened balance sheet and enhanced ability to raise capital to advance exploration;
• Strengthened management and leadership team through complimentary skillsets;
• A critical mass to support further accretive entry into dominant positions in Gold Camps across Canada.

Canadian GoldCamps is engaged in the acquisition, exploration and development of natural resource assets with a focus on precious metal properties which have potential for both significant exploration upside and are prospective for future development. Canadian GoldCamps this year expanded its strategic focus toward precious metals and further affirmed its forward-looking plan to build a diversified portfolio of exploration properties in historical gold-producing areas of Canada.

MegumaGold has assembled a strategically positioned, district-scale claim tenure comprised of 110,791 hectares within the Meguma Gold District in Nova Scotia. MegumaGold’s current focus is preparing drilling campaigns for its Caribou, Killag, and Touquoy West Properties while continuing to develop its regional targets throughout the district. At Touquoy West, located 4 km to the west of St Barbara’s Touquoy mine, combined soil geochemistry results and Induced Polarization (IP) survey results have identified three main anomalies on strike with the Touquoy mine that have never been drill tested. At Killag, MegumaGold’s initial Reverse Circulation (RC) drilling program has identified anomalous gold results over a strike length of 1 km open to the east and west, approximately 20 km to the east of St Barbara’s Touquoy mine. In September of 2020 MegumaGold completed an amalgamation with Osprey Gold acquiring the Goldenville deposit (see MegumaGold press release dated September 14, 2020).

Canadian GoldCamps has assembled approximately 4,150 hectares of prospective gold properties in New Brunswick, near the historic Bathurst mining district, and in Newfoundland’s Central Newfoundland Gold Belt, a region that has recently shown significant gold exploration success. In New Brunswick, Canadian GoldCamps properties encompass the majority of the Elmtree Gold Project (“Elmtree”), which contains a historical resource estimate and will require additional exploration and drilling to enhance its gold-bearing potential. A Mineral Resource Estimate is currently planned for the Elmtree Project that will incorporate the results from an upcoming drilling program and the latest industry gold price forecasts. In Newfoundland, Canadian GoldCamps’ seven claims are proximal to the northeast trending Dog Bay Suture and the parallel Appleton and JPB Faults, which have been identified as hosting significant gold-bearing potential.

Theo Van der Linde, President of MegumaGold stated, “We’re incredibly pleased to be workingwith the GoldCamps team in building a premier gold exploration and development company with assets in emerging gold districts throughout Atlantic Canada. With this merger Meguma shareholders will benefit by not only be acquiring high quality assets with growth potential, but also direct access to invaluable guidance from well regarded Board members.”

David Garofalo, Director of Canadian GoldCamps commented, “Today’s announcement is yet another positive step towards fulfilling our vision of creating a premier, Canadian-based precious metals focused exploration and development company. The advanced stage of our assets in New Brunswick, along with the early, albeit exciting potential of the properties in Newfoundland, are a great regional and strategic fit to MegumaGold’s extensive land position in the under explored Meguma Gold District.I would like to thank our CEO, Alex Terentiew, for advancing Canadian GoldCamps towards this merger and helping create a new exploration company that shareholders can be excited about. We wish him well in his next endeavour.”

Alex Terentiew, President and CEO of Canadian GoldCamps stated
,
“
2020
has been a very busy and exciting
year
for the Company, and for the gold mining industry at large, and I am delighted to have had the privilege to lead
Canadian GoldCamps
through its growth thus far. With the combined portfolio of assets based in the Atlantic
P
rovinces, and taking into account travel restrictions during this global C
OVID
-19 pandemic,
however,
this merger presents an opportunity for all shareholders to benefit from the
experience and relationships MegumaGold’s existing management team has fostered
in the region
over the past few years. I am confident that
MegumaGold’s CEO,
Regan Isenor,
who is based in Halifax
and has
both regional and international experience,
is well suited to
lead the company forward
. I wish the Company great success in the years ahead.
”

Details of the Proposed Transaction

MegumaGold will acquire all of the issued and outstanding shares of Canadian GoldCamps. Each shareholder of Canadian GoldCamps (each, a “GoldCamps Shareholder”) will receive such number of common shares of MegumaGold (the “Meguma Shares”) as is equal to the product of the number of common shares of Canadian GoldCamps (the “GoldCamps Shares”) held by such shareholder at an exchange ratio which equals one and one-tenth (1.1) Meguma Shares per one (1) GoldCamps Share outstanding at the closing of the Transaction.

The definitive agreement will provide that unexercised incentive stock options and share purchase warrants of Canadian GoldCamps will be assumed by MegumaGold and will: (i) remain outstanding for their full term, and (ii) following the closing date of the Transaction, entitle the holder thereof to acquire Meguma Shares in lieu of GoldCamps Shares, in such number and at such exercise price as shall be adjusted based on the exchange ratio inherent in the Transaction, and otherwise on the same terms and conditions as existed prior to the Transaction.

Canadian GoldCamps will have the right to appoint three (3) members to the board of directors of the resulting issuer, with the total number of members of such board of directors to be initially set at four (4). MegumaGold shall contribute management personnel to the resulting issuer.

MegumaGold currently has 136,318,288 outstanding common shares and 34,466,433 shares reserved for issuance under incentive stock options and share purchase warrants. As of today’s date, it is anticipated an aggregate of 82,966,803 Meguma Shares are anticipated to be issued to the GoldCamps Shareholders, along with options and warrants entitling GoldCamps Shareholders to acquire a further 30,903,501 Meguma Shares.

Based on the foregoing and assuming no outstanding options or warrants of Canadian GoldCamps are exercised prior to closing and giving effect to any concurrent financing, the resulting issuer from the Transaction will have 219,285,092 shares issued and outstanding, of which former GoldCamps Shareholders will hold approximately 38% of the issued and outstanding common shares of the resulting issuer (40% of the common shares of the resulting issuer on a fully diluted basis).

The Transaction is subject to a number of conditions, including due diligence by each party, completion of definitive documentation, approval by Boards of Directors of each party, obtaining any necessary shareholder approvals (including any minority approval required by Multilateral Instrument 61-101, if applicable, obtaining all governmental, regulatory, Canadian Securities Exchange (the “CSE”), and other third-party approvals which are necessary in order to allow the parties to complete the Transaction. The precise form of the Transaction will be determined following further advice and consultation with the parties’ respective legal and tax advisors. The Transaction cannot close until all of these conditions are met. There can be no assurance that the Transaction will be completed as proposed, or at all. A finder’s fee may be payable on the transaction.

Qualified Person Statement

This press release has been reviewed and approved by Regan Isenor, Chief Executive Officer of MegumaGold Corp. Bob Komarechka, P.Geo., Director of Canadian GoldCamps Corp and a “Qualified Persons” as defined under NI 43-101, has prepared and approved the scientific and technical information disclosed in this press release.

About MegumaGold Corp.

MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) is a Canadian junior gold exploration company engaged in the business of acquiring, exploring and developing natural resource properties. MegumaGold has centered its exploration focus on the developing Meguma formation of Nova Scotia. As a result, MegumaGold has assembled a strategically positioned, district-scale tenure position of 110,791 hectares within the Meguma Gold District. For additional information, please visit MegumaGold’s website: http://www.MegumaGold.com.

About Canadian GoldCamps Corp.

Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) is a Canadian-based gold exploration and development company established to provide investors with exposure to the best opportunities that the next generation of Canadian gold discoveries may present. Canadian GoldCamps is intent on being proximal to large new discoveries with a commanding position in these highly active gold camps, as well taking commanding positions in belts that possess all of the ingredients for the next major Canadian gold discovery. For additional information, please visit Canadian GoldCamp’s website: https://www.goldcamps.ca/.

Upon closing of the Transaction, the resulting issuer is expected to be listed for trading on the CSE.

For more information, please contact:
Mr. Regan Isenor, Chief Executive Officer, MegumaGold Corp.
902-233-4381
[email protected]
www.megumagold.com

Mr. Alex Terentiew, Chief Executive Officer, Canadian GoldCamps Corp.
647-640-241
[email protected]
www.goldcamps.ca

Forward-Looking Statements and Cautionary Language

All statements in this presentation, other than statements of historical fact, are “forward-looking information” with respect to MegumaGold and Canadian
GoldCamps
within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to the proposed transaction, proposed board and management changes and shareholder and exchange approvals. MegumaGold and Canadian
GoldCamps
provide forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, results of due diligence investigations, ability to raise adequate financing, shareholder and exchange approvals in respect of the transaction and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and reported in
MegumaGold’s
and Canadian
GoldCamps’
 public filings under its respective SEDAR profile at www.sedar.com. Although MegumaGold and Canadian
GoldCamps
have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold and Canadian
GoldCamps
disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

The CSE has not approved or disapproved the contents of this news release or passed upon the merits of any of the transactions described herein, including the Transaction.

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

New York, New York, Nov. 12, 2020 (GLOBE NEWSWIRE) — CF Finance Acquisition Corp. III (Nasdaq: CFACU, the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the symbol “CFACU” beginning Friday, November 13, 2020. Each unit consists of one share of Class A common stock and one-third of one warrant. Each whole warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the NASDAQ under the symbols “CFAC” and “CFACW,” respectively.

The underwriters have been granted a 45-day option to purchase up to an additional 3,000,000 units offered by the Company to cover over-allotments, if any.

The offering is expected to close on November 17, 2020, subject to customary closing conditions.

Cantor Fitzgerald & Co. is acting as the sole book running manager for the offering.

About CF Finance Acquisition Corp. III

                                

CF Finance Acquisition Corp. III is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on industries where its management team and founders have experience, including the financial services, healthcare, real estate services, technology and software industries. CF Finance Acquisition Corp. III is led by Chairman and Chief Executive Officer Howard W. Lutnick.
                                                                        
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on November 12, 2020. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022; Email: [email protected]. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

EUCLID, Ohio, Nov. 12, 2020 (GLOBE NEWSWIRE) — Intellitronix Corporation, a wholly-owned subsidiary of the US Lighting Group, Inc. (OTC:USLG) and a leading manufacturer of automotive electronics, announced it has purchased a high-tech automated conveyor system that seamlessly integrates with the company’s newly acquired Speed Print Technology 700 Series screen printer and Europlacer iineo+ Pick & Place system. Universal Instrument’s model 5362i conveyors are “state-of-the-art” circuit board handling modules designed to operate in a variety of printed circuit board (PCB) assembly environments.

“Acquiring the Universal Instruments surface mount system that seamlessly joins our new screen printing and pick-n-place equipment purchases completes the first section of our new PCB assembly line. The surface mount modules are engineered for smooth material transfer to meet the stringent requirements of our electronic assembly process,” said Paul Spivak, CEO of the US Lighting Group. “The company’s strategic plan with its aggressive growth objectives plus the increased demand for Intellitronix automotive electronics products compelled us to add an additional high-tech line to our production process. We are excited with the advanced technology platform these equipment acquisitions provide us particularly the ability to process 30,000 electronics components per hour, variability of circuit board sizes, tighter quality control, and precision processing.”

Mr. Spivak continued, “Our ability to purchase the new equipment would not be possible without the help and support of our shareholders, whom we are grateful to for their continued support.”

The company is designing and engineering new products for the automotive and RV industry and continues its research and development in the field of robotics utilizing artificial intelligence. intellitronix.com

About U.S. Lighting Group, Inc. and Intellitronix Corp

US Lighting Group (OTC:USLG) and its wholly owned subsidiary, Intellitronix Corporation, are leading manufacturers of electronics, supplying growth sectors such as high-tech robotics utilizing our own in-house proprietary artificial intelligence, LED lighting, custom designed LED products, microprocessor-controlled LED instrumentation, custom private labeled electronics, automotive, RV, and marine electronics. The company has manufacturing and R&D facilities in Cleveland, Ohio with an international sales distribution network. uslightinggroup.com

Forward-Looking Statements

Statements included in this press release, other than statements of historical fact, are forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are typically, but not always, identified by the words: believe, expect, anticipate, intend, estimate, and similar expressions or which by their nature refer to future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Actual results may differ materially from those indicated by these statements.

Contact
US Lighting Group
1148 East 222^nd Street
Euclid, OH 44117 USA
T: +1 216.896.7000 ext. 207
[email protected]

TORONTO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Clairvest Group Inc. (TSX: CVG) today reported results for the fiscal 2021 second quarter and six months ended September 30, 2020 as well as material events which occurred subsequent to quarter end. (All figures are in Canadian dollars unless otherwise stated)

Highlights

• September 30, 2020 book value was $868.5 million or $57.67 per share versus $893.0 million or $59.27 per share as at June 30, 2020
• Net loss for the quarter ended September 30, 2020 was $24.2 million or $1.61 per share. For the six months ended September 30, 2020, net income was $40.1 million or $2.66 per share
• Digital Media Solutions (“DMS”), an investee company of Clairvest and Clairvest Equity Partners V (“CEP V”), completed its transaction with Leo Holdings Corp., becoming a publicly traded company on the NYSE
• NovaSource Power Services (“NovaSource”), an investee company of Clairvest and Clairvest Equity Partners VI (“CEP VI”), signed definitive documents with First Solar, Inc. (“FSLR”) to acquire its North American operations and maintenance business
• Subsequent to quarter end, Clairvest announced the addition of Anne-Mette de Place Filippini to its board of directors
• Subsequent to quarter end, Clairvest announced a $5 special dividend payable on November 23, 2020 to shareholders of record as at November 9, 2020
• Subsequent to quarter end, Clairvest and CEP VI made a new equity investment in F12.NET, one of Canada’s leading managed IT services providers

Clairvest’s book value was $868.5 million or $57.67 per share as at September 30, 2020, compared with $893.0 million or $59.27 per share as at June 30, 2020. The decrease in book value per share for the quarter was primarily attributable to net loss for the quarter of $24.2 million, or $1.61 per share, which resulted from net valuation changes in our private equity investment portfolio.

In July 2020, DMS completed its transaction with Leo Holdings Corp., becoming publicly traded on the NYSE under the symbol DMS. As part of the transaction, Clairvest and CEP V received cash proceeds of US$8.2 million and US$18.9 million respectively and 6,091,377 and 14,213,214 Class A common stock of DMS respectively, which in aggregate represents 34.6% of total outstanding shares of DMS. Clairvest and CEP V also received 276,653 and 648,524 publicly traded warrants (NYSE: DMS WS) respectively, which are convertible into Class A common shares at an exercise price of USD$11.50 per warrant.

In August 2020, NovaSource signed definitive agreements with FSLR to acquire their North American operations and maintenance business. The transaction will be funded through a combination of third-party term debt and equity from Clairvest and CEP VI. The acquisition, which is on track to close during fiscal 2021, is subject to customary closing conditions, some of which already have been received. This transaction positions NovaSource as the leader in the growing solar O&M industry in terms of quality, capability, geographic reach and scale.  

In October 2020, Clairvest announced a one-time special dividend of $5.00 per common share, or $75.3 million in aggregate. The dividend is an eligible dividend for Canadian income tax purposes. The dividend will be paid to common shareholders of record as at November 9, 2020 on November 23, 2020. As at September 30, 2020, cash and treasury investments, including those held at wholly-owned acquisition entities, was $475 million, or $31.58 per share.

In November 2020, Clairvest and CEP VI made a $36 million equity investment in F12.NET, a leader in the Canadian managed IT services space. F12.NET provides comprehensive technology packages to small and medium enterprises across the country. Clairvest’s portion of the investment was $9.7 million.

“Since June 2018, we have generated over $400 million in cash proceeds from investment divestures, resulting in our cash balances becoming a significant portion of our book value. We looked closer at our capital needs and made a decision to return a portion of these wins to our shareholders in the form of a $5 per common share special dividend,” said Ken Rotman, CEO of Clairvest. “We continue to be well capitalized to amply fund our CEP fund commitments and to help our portfolio companies navigate through this pandemic. We look forward to continuing the deployment of capital to our latest investment program in CEP VI. Since launching the CEP VI investment program nine months ago, we have made four investments and are encouraged by the various opportunities that we are seeing in our investment pipeline. While the pandemic has negatively impacted some of our investments, others are succeeding despite this difficult environment due to the efforts and creativity of the management team at Clairvest combined with the leadership at our portfolio companies, for which we are grateful.”

⁽¹⁾ Includes carried interest of $44,351 (March 31: $14,453) and management participation of $30,875 (March 31: $10,893) from Clairvest Equity Partners V and VI.
⁽²⁾ Book value is a Non-IFRS measure calculated as the value of total assets less the value of total liabilities. The term book value does not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies. There is no comparable IFRS measure presented in Clairvest’s consolidated financial statements and thus no applicable quantitative reconciliation for such non-IFRS financial measure. The Company has calculated book value consistently for many years and believes that book value can provide information useful to its shareholders in understanding its performance, and may assist in the evaluation of its business relative to that of its peers.

Clairvest’s second quarter fiscal 2021 financial statements and MD&A are available on the SEDAR website at www.sedar.com and the Clairvest website at www.clairvest.com.

About Clairvest

Clairvest Group Inc. is a private equity investor
which
invests its
own
capital, and that of third parties through the Clairvest Equity Partners (“CEP”) limited partnerships, in businesses that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners.  Clairvest realizes value through investment returns and the eventual disposition of its investments.

Contact Information

Maria Shkolnik
Director, Investor Relations and Marketing
Clairvest Group Inc.        
Tel: (416) 925-9270
Fax: (416) 925-5753
[email protected]

Forward-looking Statements

This news release contains forward-looking statements
with respect to
Clairvest Group Inc., its subsidiaries,
its
CEP limited partnerships and their investments.
These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.

www.clairvest.com

CHARLOTTE, N.C., Nov. 12, 2020 (GLOBE NEWSWIRE) — DENTSPLY SIRONA Inc. (“Dentsply Sirona”) (Nasdaq: XRAY), the Dental Solutions Company, today announced that it will participate in the 2020 Wolfe Research Virtual Healthcare Conference on November 19th.

Don Casey, Chief Executive Officer, will represent the company and his fireside chat is scheduled at 1:45PM Eastern Time. Investors and other interested parties will be able to access a live audio webcast by visiting www.dentsplysirona.com. A replay of the presentation will also be available on the Dentsply Sirona website at www.dentsplysirona.com.

About Dentsply Sirona

Dentsply Sirona is the world’s largest manufacturer of professional dental products and technologies, with a 132-year history of innovation and service to the dental industry and patients worldwide. Dentsply Sirona develops, manufactures, and markets a comprehensive solutions offering including dental and oral health products as well as other consumable medical devices under a strong portfolio of world class brands. As The Dental Solutions Company, Dentsply Sirona’s products provide innovative, high-quality and effective solutions to advance patient care and deliver better, safer and faster dentistry. The Company’s shares of common stock are listed in the United States on Nasdaq under the symbol XRAY. Visit www.dentsplysirona.com for more information about Dentsply Sirona and its products.

Contact Information:

Investors:
John Sweeney, CFA, IRC
Vice President, Investor Relations
+1-717-849-7863
[email protected]