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Hakken Capital Corp
Symbol	HAKK
Shares Issued	11,985,695
Close 2022-06-27	C$ 0.13
Market Cap	C$ 1,558,140
Recent Sedar Documents

Hakken arranges QT with Advanced Extraction Systems

2022-07-11 20:51 ET - News Release

Liew Subject: Hakken Capital Corp.- News release dated July 11, 2022 (dissemination) Word Document File: '\\office\emailin\20220711 173533 Attachment Hakken - Press release announcing qualifying transaction (initial)- Advanced Extraction.DOCX' 2 LEGAL_39248389.1.DOCX 4626 LOCKEHAVEN PLACE, NORTH VANCOUVER, BRITISH COLUMBIA, V7G 2B8 TELEPHONE: (604) 612-5450 | EMAIL: RETRENAMAN@TELUS.NET LEGAL_39248389.1.DOCX HAKKEN Capital Corp. NEWS RELEASE July 11, 2022 TSX-V: HAKK.P HAKKEN Capital Corp. Announces Proposed Qualifying Transaction with Advanced Extraction Systems Inc. /Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws./ VANCOUVER, British Columbia - July 11, 2022 - HAKKEN Capital Corp. (TSX-V: HAKK.P) (the "Company" or "Hakken"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated June 28, 2022 with Advanced Extraction Systems Inc. ("AESI"), a private company incorporated under the laws of the Province of Prince Edward Island, pursuant to which Hakken and AESI propose to complete an arrangement, amalgamation, share exchange or similar transaction (the "Transaction"). The Transaction is expected to constitute Hakken's "Qualifying Transaction" pursuant to Policy 2.4 Capital Pool Companies of the Exchange (the "CPC Policy"). Following the completion of the Transaction, the resulting entity (the "Resulting Issuer") will hold all of the assets and continue the business of AESI and intends to list as a Tier 2 Industrial Issuer on the Exchange. Description of AESI AESI was founded by Peter Toombs and David Campbell in the spring of 2015 with the goal of designing and manufacturing total extraction solutions for the Cannabis, Psilocybin, Agriculture, Aquatic, and other emerging high-value bioactive industries across the globe. These range from small bench scale units to large industrial applications. As a direct result of AESI's comprehensive research and development work, AESI executed a sales contract in 2016 with one of the largest cannabis companies in the world, deploying one of the largest CO2 extraction systems in North America. This innovative equipment has since had three capacity expansions and is still operating continuously 24/7. AESI has since launched a number of other systems of different configurations to meet a variety of strict region/application-specific regulations and codes globally (e.g. CRN, ASME, PED, CE, CSA, CSAus, cGMP, euGMP, Pharma). AESI also provides consulting, project management, design/engineering, equipment provision, training and other industry specific advice and services. AESI offers high-quality, industry leading, clean and green hardware and associated software from its manufacturing facility in Prince Edward Island, Canada, utilizing an engineering and fabrication team that has extensive experience in the real-world operation of extraction equipment. The Transaction Pursuant to the LOI, Hakken will acquire all of the issued and outstanding shares of AESI in consideration for common shares of Hakken (the "Hakken Shares"). The definitive agreement (the "Definitive Agreement") would provide that on closing, Hakken will issue to shareholders of AESI an aggregate of 32,000,000 Hakken Shares at a deemed price of $0.25 per Hakken Share (the "Consideration Shares"). The Consideration Shares will be issued to the shareholders of AESI on a pro rata basis in exchange for 100% of the issued and outstanding shares of AESI. Some or all of the Consideration Shares issued as part of the Transaction will be subject to escrow provisions pursuant to Exchange Policies. Subject to Exchange approval, Hakken will issue an additional 24,000,000 Hakken Shares (the "Performance Shares") if the Resulting Issuer achieves the following milestones within 60 months of the closing of the Transaction: Thirty percent of the Performance Shares will be released upon the Resulting Issuer attainting gross sales of $10 million with earnings before taxes and appreciation ("EBTA") of a minimum of 5%; Thirty-five percent of the Performance Shares will be released upon the Resulting Issuer attainting gross sales of $18 million with EBTA of a minimum of 8%; and Thirty-five percent of the Performance Shares will be released upon the Resulting Issuer attainting gross sales of $22 million with EBTA of a minimum of 10%. In connection with the Transaction, either Hakken or AESI will undertake financing for minimum gross proceeds of $1,125,000 (the "Concurrent Financing"). It is anticipated that the securities issuable or convertible into common shares of either Hakken or AESI will be issued at a price of $0.25 per common share or unit. Upon closing of the Transaction, in the event the Concurrent Private Placement results in the issuance of securities of AESI, all such securities of AESI issued in connection with the Concurrent Financing will automatically be exchanged for Hakken Shares and other securities of Hakken in accordance with the terms of the Transaction. Proceeds of the Concurrent Financing may be used primarily to fund expansion into various markets, potential acquisitions, working capital and for general corporate purposes related to this Transaction. Effective upon completion the Transaction, the Resulting Issuer will change its name to "Advanced Extraction Systems Inc." or such other name as determined by AESI (the "Name Change"). Management of Resulting Issuer Hakken and AESI anticipate that management of the Resulting Issuer will be comprised of the following individuals: Peter Toombs, P. Eng - CEO - Charlottetown, PEI. Mr. Toombs is the Co-Founder of AESI. He is also the founder of Diversified Metal Engineering which owned three manufacturing facilities across North America and employed 350+ personnel. Mr. Toombs has over 35 years of experience in the design and construction of equipment for the biotech, bioenergy, brewery, industrial and marine industries and was awarded Atlantic Canada's Young Entrepreneur of the Year in 1997 and EY Entrepreneur of the Year in 2015. Al Goodwin, C. Eng, P. Eng - COO - Charlottetown, PEI. Mr. Goodwin has over 39 years of experience as a military and civilian engineer with a specialization and experience in operations, management, leadership, team building and compliance. Kyle MacDonald - Controller - Charlottetown, PEI. Mr. MacDonald has been with AESI since July of 2018. He has close to 10 years of experience working in finance and accounting. Mr. MacDonald has a BBA from the University of Prince Edward Island with a focus in accounting. He has experience working in E-Learning and Manufacturing industries. Dave Campbell, BBA, MBA - Director of Strategic Opportunities - Charlottetown, PEI. Mr. Campbell has 25 years of professional sales, marketing and project management experience in the pharmaceutical industry and biotech manufacturing. Michael MacDonald, Director of Sales - Charlottetown, PEI. Mr. MacDonald has over 15 years of sales management and operational experience with eight years related directly to manufacturing in the biotech and food processing industry. He is also the owner of property management company on PEI. Nick Desroches, P. Eng - Director of R&D - Charlottetown, PEI. Mr. Desoches has 10 years' experience working as an engineer in highly regulated industries such as pharmaceuticals, aerospace, and food processing equipment. He has been the CEO/Owner of a health care company on PEI for five years. Definitive Agreement The completion of the Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to (i) execution of the Definitive Agreement, (ii) the completion of the Concurrent Financing; (iii) the approval by the directors and shareholders (if required) of Hakken and AESI, (iv) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange; (v) the completion of satisfactory due diligence by each of the parties, (vi) delivery of a sponsor report or an exemption from the requirement to deliver a sponsor report to the Exchange, (vii) all requisite approval to enact the Name Change, and (viii) AESI have no long-term debt, other than outstanding loans from Atlantic Canada Opportunities Agency and the Economic Development and Tourism of Prince Edward Island and having a positive working capital position. There can be no assurance that the Transaction will be completed on the terms proposed above or at all. Finder's Fee Hakken may pay finder's fees through the issuance of up to 1,120,000 Hakken Shares to arm's length third parties in connection with the Transaction. Any such finder's fees will only be payable in accordance with Exchange policies. Sponsorship Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Hakken is currently reviewing the requirements for sponsorship and if the Transaction is not exempt from sponsorship requirements, Hakken may apply for a waiver from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that Hakken will ultimately obtain this exemption. Hakken intends to include any additional information regarding sponsorship in a subsequent press release. Trading Halt Trading in Hakken Shares on the TSXV was halted on July 5, 2022 and is expected to remain so until closing of the Transaction. Additional Information This is an initial press release. Hakken plans to issue a further press release once it has entered into the Definitive Agreement to provide, among other things, selected financial information respecting AESI, the Resulting Issuer and the Transaction. Additional information will be included in Hakken's Filing Statement to be filed in connection with the Transaction, which will be available under Hakken's SEDAR profile at www.sedar.com. Under the terms of the LOI, the parties have agreed to use commercially reasonable efforts to negotiate and settle the Definitive Agreement by August 31, 2022. The Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the Exchange). Accordingly, it is not anticipated that the Transaction will be subject to the approval of Hakken's shareholders. None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. About HAKKEN Capital Corp. The Company is designated as a Capital Pool Company under CPC Policy. Prior to entering into the LOI, the Company did not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction. For further information regarding the Company, the Transaction, and the Company's management team, please contact Robert Trenaman at (604) 612-5450 and see the Company's disclosure documents on SEDAR at www.sedar.com. ON BEHALF OF THE BOARD "David Eto" David Eto President and Chief Executive Officer Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. All information contained in this news release with respect to Hakken, AESI, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and Hakken and its directors and officers have relied on AESI for any information concerning such party. As of the date of this press release, Hakken has not entered into the Definitive Agreement and readers are cautioned that there can be no assurances that the Definitive Agreement will be executed. Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction 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 Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Forward-Looking Statements This news release contains forward-looking statements relating to the timing and completion of the Transaction and related transactions, the future operations of the Hakken, AESI, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements, other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Hakken's and AESI's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by Hakken, AESI, and the Resulting Issuer with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Hakken, AESI, and the Resulting Issuer. As a result, Hakken, AESI, and the Resulting Issuer cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Hakken, AESI, and the Resulting Issuer will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law. PDF Document File: Attachment HAKK_NR_20220711.pdf HAKKEN Capital Corp. NEWS RELEASE July 11, 2022 TSX-V: HAKK.P HAKKEN Capital Corp. Announces Proposed Qualifying Transaction with Advanced Extraction Systems Inc. /Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws./ VANCOUVER, British Columbia July 11, 2022 - HAKKEN Capital Corp. (TSX-V: HAKK.P) (the "Company" or "Hakken"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated June 28, 2022 with Advanced Extraction Systems Inc. ("AESI"), a private company incorporated under the laws of the Province of Prince Edward Island, pursuant to which Hakken and AESI propose to complete an arrangement, amalgamation, share exchange or similar transaction (the "Transaction"). The Transaction is expected to constitute Hakken's "Qualifying Transaction" pursuant to Policy 2.4 Capital Pool Companies of the Exchange (the "CPC Policy"). Following the completion of the Transaction, the resulting entity (the "Resulting Issuer") will hold all of the assets and continue the business of AESI and intends to list as a Tier 2 Industrial Issuer on the Exchange. Description of AESI AESI was founded by Peter Toombs and David Campbell in the spring of 2015 with the goal of designing and manufacturing total extraction solutions for the Cannabis, Psilocybin, Agriculture, Aquatic, and other emerging high-value bioactive industries across the globe. These range from small bench scale units to large industrial applications. As a direct result of AESI's comprehensive research and development work, AESI executed a sales contract in 2016 with one of the largest cannabis companies in the world, deploying one of the largest CO2 extraction systems in North America. This innovative equipment has since had three capacity expansions and is still operating continuously 24/7. AESI has since launched a number of other systems of different configurations to meet a variety of strict region/application-specific regulations and codes globally (e.g. CRN, ASME, PED, CE, CSA, CSAus, cGMP, euGMP, Pharma). AESI also provides consulting, project management, design/engineering, equipment provision, training and other industry specific advice and services. AESI offers high-quality, industry leading, clean and green hardware and associated software from its manufacturing facility in 4626 LOCKEHAVEN PLACE, NORTH VANCOUVER, BRITISH COLUMBIA, V7G 2B8 TELEPHONE: (604) 612-5450 | EMAIL: RETRENAMAN@TELUS.NET Prince Edward Island, Canada, utilizing an engineering and fabrication team that has extensive experience in the real-world operation of extraction equipment. The Transaction Pursuant to the LOI, Hakken will acquire all of the issued and outstanding shares of AESI in consideration for common shares of Hakken (the "Hakken Shares"). The definitive agreement (the "Definitive Agreement") would provide that on closing, Hakken will issue to shareholders of AESI an aggregate of 32,000,000 Hakken Shares at a deemed price of $0.25 per Hakken Share (the "Consideration Shares"). The Consideration Shares will be issued to the shareholders of AESI on a pro rata basis in exchange for 100% of the issued and outstanding shares of AESI. Some or all of the Consideration Shares issued as part of the Transaction will be subject to escrow provisions pursuant to Exchange Policies. Subject to Exchange approval, Hakken will issue an additional 24,000,000 Hakken Shares (the "Performance Shares") if the Resulting Issuer achieves the following milestones within 60 months of the closing of the Transaction: Thirty percent of the Performance Shares will be released upon the Resulting Issuer attainting gross sales of $10 million with earnings before taxes and appreciation ("EBTA") of a minimum of 5%; Thirty-five percent of the Performance Shares will be released upon the Resulting Issuer attainting gross sales of $18 million with EBTA of a minimum of 8%; and Thirty-five percent of the Performance Shares will be released upon the Resulting Issuer attainting gross sales of $22 million with EBTA of a minimum of 10%. In connection with the Transaction, either Hakken or AESI will undertake financing for minimum gross proceeds of $1,125,000 (the "Concurrent Financing"). It is anticipated that the securities issuable or convertible into common shares of either Hakken or AESI will be issued at a price of $0.25 per common share or unit. Upon closing of the Transaction, in the event the Concurrent Private Placement results in the issuance of securities of AESI, all such securities of AESI issued in connection with the Concurrent Financing will automatically be exchanged for Hakken Shares and other securities of Hakken in accordance with the terms of the Transaction. Proceeds of the Concurrent Financing may be used primarily to fund expansion into various markets, potential acquisitions, working capital and for general corporate purposes related to this Transaction. Effective upon completion the Transaction, the Resulting Issuer will change its name to "Advanced Extraction Systems Inc." or such other name as determined by AESI (the "Name Change"). Management of Resulting Issuer Hakken and AESI anticipate that management of the Resulting Issuer will be comprised of the following individuals: 2 Peter Toombs, P. Eng CEO Charlottetown, PEI. Mr. Toombs is the Co-Founder of AESI. He is also the founder of Diversified Metal Engineering which owned three manufacturing facilities across North America and employed 350+ personnel. Mr. Toombs has over 35 years of experience in the design and construction of equipment for the biotech, bioenergy, brewery, industrial and marine industries and was awarded Atlantic Canada's Young Entrepreneur of the Year in 1997 and EY Entrepreneur of the Year in 2015. Al Goodwin, C. Eng, P. Eng COO Charlottetown, PEI. Mr. Goodwin has over 39 years of experience as a military and civilian engineer with a specialization and experience in operations, management, leadership, team building and compliance. Kyle MacDonald Controller Charlottetown, PEI. Mr. MacDonald has been with AESI since July of 2018. He has close to 10 years of experience working in finance and accounting. Mr. MacDonald has a BBA from the University of Prince Edward Island with a focus in accounting. He has experience working in E-Learning and Manufacturing industries. Dave Campbell, BBA, MBA - Director of Strategic Opportunities Charlottetown, PEI. Mr. Campbell has 25 years of professional sales, marketing and project management experience in the pharmaceutical industry and biotech manufacturing. Michael MacDonald, Director of Sales Charlottetown, PEI. Mr. MacDonald has over 15 years of sales management and operational experience with eight years related directly to manufacturing in the biotech and food processing industry. He is also the owner of property management company on PEI. Nick Desroches, P. Eng Director of R&D Charlottetown, PEI. Mr. Desoches has 10 years' experience working as an engineer in highly regulated industries such as pharmaceuticals, aerospace, and food processing equipment. He has been the CEO/Owner of a health care company on PEI for five years. Definitive Agreement The completion of the Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to (i) execution of the Definitive Agreement, (ii) the completion of the Concurrent Financing; (iii) the approval by the directors and shareholders (if required) of Hakken and AESI, (iv) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange; (v) the completion of satisfactory due diligence by each of the parties, (vi) delivery of a sponsor report or an exemption from the requirement to deliver a sponsor report to the Exchange, (vii) all requisite approval to enact the Name Change, and (viii) AESI have no long-term debt, other than outstanding loans from Atlantic Canada Opportunities Agency and the Economic Development and Tourism of Prince Edward Island and having a positive working capital position. There can be no assurance that the Transaction will be completed on the terms proposed above or at all. 3 Finder's Fee Hakken may pay finder's fees through the issuance of up to 1,120,000 Hakken Shares to arm's length third parties in connection with the Transaction. Any such finder's fees will only be payable in accordance with Exchange policies. Sponsorship Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Hakken is currently reviewing the requirements for sponsorship and if the Transaction is not exempt from sponsorship requirements, Hakken may apply for a waiver from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that Hakken will ultimately obtain this exemption. Hakken intends to include any additional information regarding sponsorship in a subsequent press release. Trading Halt Trading in Hakken Shares on the TSXV was halted on July 5, 2022 and is expected to remain so until closing of the Transaction. Additional Information This is an initial press release. Hakken plans to issue a further press release once it has entered into the Definitive Agreement to provide, among other things, selected financial information respecting AESI, the Resulting Issuer and the Transaction. Additional information will be included in Hakken's Filing Statement to be filed in connection with the Transaction, which will be available under Hakken's SEDAR profile at www.sedar.com. Under the terms of the LOI, the parties have agreed to use commercially reasonable efforts to negotiate and settle the Definitive Agreement by August 31, 2022. The Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the Exchange). Accordingly, it is not anticipated that the Transaction will be subject to the approval of Hakken's shareholders. None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. 4 About HAKKEN Capital Corp. The Company is designated as a Capital Pool Company under CPC Policy. Prior to entering into the LOI, the Company did not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction. For further information regarding the Company, the Transaction, and the Company's management team, please contact Robert Trenaman at (604) 612-5450 and see the Company's disclosure documents on SEDAR at www.sedar.com. ON BEHALF OF THE BOARD "David Eto" David Eto President and Chief Executive Officer Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. All information contained in this news release with respect to Hakken, AESI, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and Hakken and its directors and officers have relied on AESI for any information concerning such party. As of the date of this press release, Hakken has not entered into the Definitive Agreement and readers are cautioned that there can be no assurances that the Definitive Agreement will be executed. Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction 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. 5 The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Forward-Looking Statements This news release contains forward-looking statements relating to the timing and completion of the Transaction and related transactions, the future operations of the Hakken, AESI, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements, other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Hakken's and AESI's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by Hakken, AESI, and the Resulting Issuer with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Hakken, AESI, and the Resulting Issuer. As a result, Hakken, AESI, and the Resulting Issuer cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Hakken, AESI, and the Resulting Issuer will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law. 6