TUP Capital Inc. and Beyondchipz Llc Announce Proposed Qualifying Transaction
*TORONTO, ON / ACCESSWIRE / November 5, 2021 / TUP Capital Inc. (TSXV:TUP.P)* ("*TUP*") and BeyondChipz LLC (formerly NutriChipz LLC) ("*BeyondChipz*") are pleased to announce the signing of a letter of intent dated effective November 4, 2021 (the "*LOI*"). The LOI sets out the general terms and conditions pursuant to which TUP has agreed to acquire all of the issued and outstanding securities of BeyondChipz in exchange for securities of TUP (the "*Transaction*").
The Transaction will result in a reverse takeover of TUP by BeyondChipz, and will constitute TUP's "*Qualifying Transaction*" as defined in the policies of the TSX Venture Exchange (the "*Exchange*"). TUP and BeyondChipz are at arm's length and the Transaction will not be a non-arm's length transaction under the policies of the Exchange. On closing of the Transaction (the "*Closing*"), it is expected that TUP (being, following the Closing, the "*Resulting Issuer*"), will be listed as a Tier 2 Industrial Issuer on the Exchange, and its business will be that of BeyondChipz.
*About TUP*
TUP is a Capital Pool Company (as defined in the policies of the Exchange) led by Paul Barbeau (Chief Executive Officer) and David Chow (Chief Financial Officer). Its principal business activity is to identify and evaluate opportunities to acquire assets or a business. Incorporated in 2020 under the laws of the Province of British Columbia, TUP is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. Its common shares (each, a "*TUP Share*") are listed for trading on the Exchange under the symbol TUP.P.
*About BeyondChipz*
Formed in 2018, BeyondChipz, a limited liability company existing under the laws of the State of Michigan, is a healthy snack and consumer packaged goods ("*CPG*") food company that develops, markets and sells industry leading low-carb, high protein tortilla chips and related products. Its branded products are formulated for consumers in search of "better for you" snacks and popular food items. The products feature all-natural, low-carb and plant-based pea protein food ingredients, and are made using state-of-the-art food technologies. BeyondChipz products are designed to serve both the fast-growing health-conscious consumer base and the grocery retailers that service them.
BeyondChipz products are sold direct-to-consumer on e-commerce platforms in the USA and Canada such as: thinslimfoods.com, naturamarket.ca, netrition.com lowcarbcanada.ca and everythingketo.ca, and is a top selling and ranked brand on Amazon.com FBA - USA. The products are also sold wholesale to KeHE/Tree of Life Distributors, Serv-U-Success and Hi-End Nutrition for resale in approximately 500 retail locations in North America. Further, BeyondChipz products are currently sold in store and online across the USA by grocery store chains such as Meijer, Jewel-Osco and Rouse's.
*Terms of the Transaction*
The Transaction is expected to proceed by way of a three-cornered amalgamation, share exchange, or such other structure as may be determined by the Parties, pursuant to which TUP will acquire all of the issued and outstanding securities of BeyondChipz (each, a "*BC Security*").
Prior to the Closing, it is expected that the issued and outstanding TUP Shares will be consolidated (the "*Consolidation*") on the approximate basis of one post-Consolidation TUP Share for each 2.3 pre-Consolidation TUP Shares, or such other ratio as may be determined by the parties. TUP may also complete an internal reorganization of its share capital to facilitate tax considerations in connection with the structuring of the Transaction.
As contemplated in the LOI, at the Closing, TUP will issue such number of post-Consolidation TUP Shares (or other applicable TUP securities following any internal capital reorganization) to the holders of the BC Securities as have an aggregate value of $14,000,000, based on a deemed price of $0.35 per post-Consolidation TUP Share, or such other deemed price per share as may be determined by the parties.
Completion of the Transaction will be subject to various conditions, including: the parties entering into a definitive agreement with respect to the Transaction (the "*Definitive Agreement*"); the parties obtaining all required directors', shareholders', regulatory and third-party consents for the Transaction, including the conditional approval of the Exchange; completion of the Private Placement (as defined below); completion of the Consolidation; and compliance with applicable listing requirements of the Exchange. No finder's fees are expected to be paid in connection with the Transaction.
Upon completion of the Transaction, BeyondChipz will become a wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will change its name to "BeyondChipz Inc." or such other name as may be determined by TUP and BeyondChipz (the "*Name Change*"), and will continue with the business of BeyondChipz.
The final structure of the Transaction, including any internal reorganization required by TUP and/or BeyondChipz, will be determined after the parties have considered applicable tax, securities and accounting matters.
Certain of the TUP Shares to be issued to holders of BC Securities pursuant to the Transaction, including up to 100% of the TUP securities to be issued to "Principals" (as defined in the policies of the Exchange), may also be subject to escrow provisions imposed pursuant to the policies of the Exchange.
*Proposed Private Placement*
Prior to the Closing, TUP is expected to undertake a private placement for aggregate gross proceeds of up to $4,000,000 (the "*Private Placement*"), or such other amount as may be determined by the parties ,on terms to be determined in the context of the market. Additional information with respect to the Private Placement will be disclosed in a subsequent news release.
None of the securities to be issued in connection with the Transaction or the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "*1933 Act*"), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.
*Management and Directors of the Resulting Issuer*
At the Closing, it is anticipated that all current officers of TUP will resign and be replaced by nominees of BeyondChipz, and that the board of directors of the Resulting Issuer will consist of five directors. It is anticipated that three of the five directors will be Richard J. Galdi, Laith Yaldoo and Mark Sheena, who are managing members of BeyondChipz. Biographies of the currently proposed directors and officers of the Resulting Issuer are set out below. Once finalized, the names and biographies of any additional directors and officers (if any) to be appointed to the Resulting Issuer in connection with the Closing will be disclosed in a subsequent news release.
*Richard J. Galdi *- Chief Executive Officer and Director
Richard J. Galdi is the CEO, founding member and Managing Partner of BeyondChipz. Previously, Mr. Galdi served as the Chairman, CEO and as a director of Essex Angel Capital, Inc., an Exchange listed investment company. He was also the former Chairman and CEO of 3 Zeros Corp (a CPG company) and StarShowz Corporation (a 1998 Inc. 500 company), and the former President of Great Lakes Angels, Inc. (an angel investment group). He resides in Michigan, USA.
*Robert J. Hanania* - Chief Financial Officer
Robert J. Hanania joined BeyondChipz in September 2021 as its Chief Financial Officer. Prior to his new role, Mr. Hanania worked at PricewaterhouseCoopers, LLC for 31 years, spending 23 of those years as a partner at the firm. Mr. Hanania has worked with public and private multi-national companies in a variety of industries. He resides in Michigan, USA.
*Laith Yaldoo*- Director
Laith Yaldoo is a founding member and Managing Partner of BeyondChipz. Mr. Yaldoo has led many ventures in their formation, management, funding and disposition (on public exchanges) in various sectors, including telecommunication, retail, biotech and healthcare. These include CardConnect, a previously NASDAQ-listed company acquired by Fiserv, Inc., Zivo Bioscience, Inc., a NASDAQ-listed research and development company, and TCC Wireless, a T-Mobile retailer with 330 wireless retail stores. Prior to these business ventures, Mr. Yaldoo practiced corporate law for 10 years at Jaffe Raitt, a Michigan law firm. He resides in Michigan, USA.
*Mark Sheena*- Director
Mark Sheena is a founding member and Managing Partner of BeyondChipz. Mr. Sheena is a 36-year veteran restauranteur and franchisor of two United States restaurant chains, as well as an experienced investor in start-ups and emerging technology companies. He resides in Michigan, USA.
*Sponsorship*
The Transaction will be subject to the sponsorship requirements of the Exchange unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent news release. TUP intends to apply for a waiver of the sponsorship requirement in connection with the Transaction.
*Trading in TUP Shares*
Trading in TUP Shares on the Exchange has been halted in compliance with the policies of the Exchange in connection with the announcement of the proposed Transaction, and is expected to remain halted pending the review of the proposed Transaction by the Exchange, and satisfaction of the conditions of the Exchange for resumption of trading. It is not expected that trading in the TUP Shares will resume prior to the Closing.
*Further Information*
A summary of significant financial information with respect to BeyondChipz, as well as further details about the proposed Transaction, the Private Placement, and the expected directors, officers and other insiders of the Resulting Issuer following the Closing, will be included in subsequent news releases.
Further details about the Resulting Issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released with respect to the Transaction may not be accurate or complete and should not be relied upon.
All information in this news release concerning TUP and BeyondChipz, as applicable, was supplied by management of such party and has not been independently verified by the other party.
*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 approval. 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 TUP should be considered highly speculative.*
*The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.*
*For further information, please contact:*
*TUP Capital Inc.*
Paul Barbeau, Chief Executive Officer
Email: paul@hypernet.ca
*BeyondChipz LLC*
Richard J. Galdi, CEO/Managing Member
Email: rick@beyondchipz.com
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.
*Cautionary Statements Regarding Forward-Looking Information*
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact that can be identified by phrases such as "expects", "anticipates", "intends", "aims", "plans" and "believes", and are based on expectations, estimates and projections as at the date of this news release. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the proposed terms of the Transaction and the Private Placement; the expected directors and officers of the Resulting Issuer; and the business of BeyondChipz. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the risk that the Exchange may not approve the Transaction; that factors may occur which impede BeyondChipz's future business plans; the results of continued development, marketing and sales; and other factors beyond the control of TUP and BeyondChipz. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. TUP disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by law.
*SOURCE: *TUP Capital Inc.
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