HIGHBURY PROJECTS ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE BUSINESS COMBINATION WITH INTERFIELD

/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./

VANCOUVER, BC, Aug. 31, 2022 /CNW/ - Highbury Projects Inc. ("Highbury" or the "Company") is pleased to announce that further to its press release dated March 7, 2022 announcing the letter of intent entered into with Interfield Solutions Ltd. ("Interfield"), a corporation existing under the laws of the Republic of Seychelles, the Company has entered into a binding share exchange agreement effective on August 25, 2022, with Interfield and the shareholders of Interfield (the "Agreement") in connection with the proposed arm's length reverse-takeover transaction of Highbury by Interfield (the "Transaction"), whereby Interfield and all of its subsidiaries and affiliates will become directly or indirectly wholly-owned subsidiaries of the Company (upon completion of the Transaction, referred to as the "Resulting Issuer"); the Resulting Issuer's business will be of the technology industry.

Concurrent with the completion of the Transaction, the parties intend to file an application with the TSX Venture Exchange ("TSX-V") to delist the common shares of Highbury (the "Highbury Shares") and apply for the Resulting Issuer to be listed onto the NEO Exchange ("NEO"). Completion of the listing of the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the NEO is subject to the Company's delisting application being approved by the shareholders of the Company and accepted by the TSX-V and the Resulting Issuer receiving final approval for listing from the NEO.

In addition to the aforementioned approvals, 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) the completion of a non-brokered concurrent financing for gross proceeds of a minimum of US$2,000,000 (the "Private Placement") through the issuance of subscription receipts of Interfield (the "Subscription Receipts"); (ii) the approval by the directors of Highbury and Interfield of the Transaction and the matters related therein; and (iii) the receipt of all requisite regulatory or governmental authorizations and consents.

Subject to the satisfaction or waiver of the conditions precedent referred to herein and in the Agreement, Highbury and Interfield anticipate that the Transaction will be completed no later than October 14, 2022. There can be no assurance that the Transaction or Private Placement will be completed on the terms proposed above or at all.

Trading in the Highbury Shares is currently halted in accordance with the policies of the TSX-V and will remain halted trading of the Resulting Issuer Shares resumes on the NEO.

Pursuant to the Agreement, the Company will issue 250,000,000 Highbury Shares in exchange for 1,137,084 ordinary shares of Interfield (the "Interfield Shares"), representing all of the issued and outstanding Interfield Shares at a deemed price of $76.95 per Interfield Share, for aggregate deemed consideration of $87,500,000. In addition, each outstanding warrant of Interfield (including such warrants issued as part of the Private Placement) will be exchanged for warrants of the Resulting Issuer with the conversion terms as specified in the Agreement.

In accordance with the terms and conditions of the Agreement, concurrent with the closing of the Transaction, the Company will effect a share split (the "Split") on the basis of 3.44 post-Split Highbury Shares for every pre-Split Highbury Share. In addition, immediately after the closing date, the Resulting Issuer will effect a share consolidation (the "Consolidation") on the basis of 2.86 pre-Consolidation Resulting Issuer Shares for each post-Consolidation Resulting Issuer Share.

Upon the completion of the Transaction, the Resulting Issuer will assume sole ownership of the share capital of Interfield. The Resulting Issuer will own 100% of Interfield and the former holders of the Interfield Shares will become shareholders of the Resulting Issuer. The primary business of the Resulting Issuer will then become that of the business of Interfield. The Resulting Issuer will change its name to "Interfield Solutions (Holdings) Inc." and will have its head office located at 910, The Yes Business Centre, Al Barsha 1, Dubai, United Arab Emirates, P.O. Box 78020 and its registered office will be located at Royal Centre, 1055 W Georgia St #1500, Vancouver, BC V6E 4N7.

A finder's fee in the amount of up to 5% of the consideration being paid in connection with the Transaction will be payable in Resulting Issuer Shares to a certain arm's length party upon closing of the Transaction. In addition, the Company shall also issue to such party that number of common share purchase warrants each exercisable at a price of US$64 for a period of twenty-four (24) months from the listing of the Resulting Issuer equal to the number of Resulting Issuer Shares paid.

In conjunction with the Transaction, Interfield intends to complete a non-brokered concurrent Private Placement for aggregate gross proceeds of a minimum of US$2,000,000 up to a maximum of US$3,000,000, through the offering of Subscription Receipts at a price of US$49 per Subscription Receipt. Interfield intends to use the net proceeds from the Private Placement for ongoing operations, working capital, and general corporate purposes. 

In connection with proceeds raised from the Private Placement, Interfield shall pay eligible arm's length finders a cash fee equal to 7% of the aggregate value of Subscription Receipts sold pursuant to the Private Placement in respect of subscriptions referred to Interfield or directly sourced by the finder and issued on the closing date of the Private Placement. In addition, the Company shall also issue to each finder that number of common share purchase warrants each exercisable at a price of US$64 for a period of twenty-four (24) months from the listing of the Resulting Issuer equal to 7% of the number of Subscription Receipts referred to or directly sourced by the finder to Interfield in connection with the Private Placement.

The Private Placement shall be completed on such date to be determined between Interfield and Highbury and is a condition precedent to closing the Transaction.

Set forth below is certain financial information from Interfield's financial statements.

Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of seven nominees: Harold Hemmerich, Steele Hemmerich, Edward Farrauto, Crae Garrett, Jeffrey Parsons, Sophia Shane and Mark Sarssam. The constitution of the Resulting Issuer's senior management is anticipated to include: Harold Hemmerich as Chief Executive Officer, Steele Hemmerich as President, Danny Lee as Chief Financial Officer, Dain Hemmerich as Chief Operating Officer, Saagar Laxman as Chief Technology Officer, and Danny Lee as Corporate Secretary. Biographies of the proposed directors and officers of the Resulting Issuer are provided below.

Harold Hemmerich (Dubai, U.A.E.), Chairman, Chief Executive Officer and Director

Harold Hemmerich holds a Bachelor of Science-Biochemistry from the University of British Columbia and a Masters of Administration from Western Washington University. He has over 30 years of experience in the natural resources industry, primarily in oil, gas and mining. Mr. Hemmerich has served as a senior officer at numerous international corporations and has played an essential role in the development of several new technology and energy companies. Mr. Hemmerich is currently the Chairman and Chief Executive Officer of Leaderstar Solutions Corporation, Table Top Minerals DMCC, Starrunner Corporation and Leader Star Machinery Rental LLC.

Steele Hemmerich (Dubai, U.A.E.), President and Director

Steele Hemmerich holds a Bachelor of Business Administration from Middlesex University. He has over 16 years of international experience in a variety of industries including oil and gas, mining, information technology, finance, construction, retail and logistics. His responsibilities have included operations, sales, marketing, finance and advisory. Mr. Hemmerich is considered as an experienced advisor in matters regarding financings, partnerships, mergers and acquisitions. He currently serves as a director and President of Leaderstar Solutions Corporation and an Executive for both Table Top Minerals DMCC and Leader Star Machinery Rental LLC.

Edward Farrauto (B.C., Canada), Director

Edward Farrauto has 28 years of experience working in public companies in the capacity of Chief Financial Officer and Director. More specifically, Mr. Farrauto has led and coordinated the compliance and regulatory operations of numerous public companies. He has been responsible for overseeing private placement financings, prospectus filings, reverse takeovers and merger and acquisition transactions. Mr. Farrauto has raised over $685 million in equity and debt financings for public and private entities including $100 million for Calibre Mining Corp., $150 million for Terrane Metals Corp. and $105 million for Calibre Mining Corp. Mr. Farrauto is currently a director of Calibre Mining Corp., a director of Newcore Gold Ltd. and a director of Edgewater Exploration Ltd.

Crae Garrett (Alberta, Canada), Managing Director

Crae Garret holds a Bachelor of Business Science (honours) and a Bachelor of Laws from the University of Cape Town. He has nearly 30 years of experience as a lawyer and investment banker with extensive knowledge in the legal and mining sectors. Mr. Garrett is currently the Managing Director of Leaderstar Solutions Corporation. In addition, Mr. Garrett is a Board Member and Member of the Executive Committee of Opportunity International Canada.  Prior to May 2019, Mr. Garrett was a Partner and the Head of Energy for Norton Rose Fulbright Canada LLP.

Danny Lee (B.C., Canada), Chief Financial Officer and Corporate Secretary

Danny Lee is a finance professional with a Bachelor of Commerce (with a major in Accounting) from the University of British Columbia. Mr. Lee also received a Chartered Accountant designation in 1993 from the Institute of Chartered Accountants of British Columbia. He is experienced in strategic planning, international tax structures and public company reporting.  Mr. Lee has extensive public market experience and has been involved in various mergers and acquisition transactions. He is currently the Chief Financial Officer of Newcore Gold Ltd. and Genix Pharmaceuticals Corp. He is also a director of Edgewater Exploration Ltd.

Sophia Shane (B.C., Canada), Director

Sophia Shane has been employed by the Lundin Group (Namdo Management Services Ltd.) since June 1996 and has been involved in all areas of investor relations and corporate development. Ms. Shane started her career at Odlum Brown Limited in 1986 as a licensed broker. Ms. Shane is a Fellow of the Canadian Securities Institute and a member of the Canadian Investor Relations Institute, and is currently a director of two TSX-V listed issuers.

Mark Sarssam (Dubai, U.A.E.), Director

Mark Sarssam is an exploration and production professional with a Masters of Engineering (honours) from Imperial College in London. Mr. Sarssam has over 30 years of broad international experience, 18 years of which based in the Middle East, working with national oil companies, major operators and independents. Mr. Sarssam has extensive expertise in oil and gas asset evaluation, exploration, field development and portfolio management and team leadership. In addition, Mr. Sarssam is experienced with both exploration and development projects as well as project identification through technical and commercial due diligence, economic evaluation and sensitivity analysis, project funding, negotiation of agreements, deal execution and onwards. Mr. Sarssam is currently the Business Development Manager and Exploration Manager of Sharjah National Oil Corporation.

Jeffrey Parsons (Quebec, Canada), Director

Jeffrey Parsons has over 25 years of international business experience acquired through presidency, operations and market development positions.  Mr. Parsons played an essential role in developing and creating several technology businesses from payment systems, travel technologies, online commerce, bidding and marketplaces, online search and marketing platforms.  Since January 2014, he has been an advisor and board member to several technology companies including WishController Inc., Proximity Inc., eHealthinMothion, and Stratec Global Inc. Mr. Parsons held the Managing Director of AsWeMove Group from January 2017 to January 2020.

Dain Hemmerich (Dubai, U.A.E.), Chief Operating Officer

Dain Hemmerich has experience in various sectors including sales, technology, environmental protection, analysis, valuation, business development, marketing, oil and gas, and retail.  He has been involved in various merger and acquisition transactions in the oil and gas, technology and retail sectors. Mr. Hemmerich is also the President of both Leader Star Machinery Rental LLC and Table Top Minerals DMCC, a director and the Vice-President of Leaderstar Solutions Corporation and a Business Development Executive of Global Environmental Solutions.

Saagar Laxman (Dubai, U.A.E.), Chief Technology Officer

Saagar Laxman has extensive experience in the software industry with strong front-end development skills in building Modern UIs, with a specialization in AngularJS and Angular.  Mr. Laxman has diverse experience in modern javascript/typescript design patterns including MVC, Observables and Redux with a good foundation in.NET/SQL backend solutions and some exposure to nodeJS and nosql solutions (mongo).  Mr. Laxman has worked with multiple industries over his career, most notably in banking, oil and gas and e-commerce.

Interfield was incorporated on June 3, 2014 under the International Business Companies Act, 1994 and is a private company existing under the laws of the Republic of Seychelles. Interfield operates in Dubai, U.A.E through its wholly owned subsidiary, Interfield Software Solutions LLC ("Interfield Solutions").

Interfield Solutions is a state of the art software development company that provides tailor-made data management and marketplace solutions via its SaaS-based software Toolsuite for numerous industrial segments worldwide including oil and gas, mining and renewables.  It also connects industrial companies to its proprietary e-business platform, Equipment Hound.

Toolsuite is an industrial data collection and management platform that digitizes industrial processes and provides real-time auditable data while operating on a cloud-based platform.

Equipment Hound is an e-commerce industrial equipment marketplace that manages a catalogue of equipment from various suppliers and provides procurement solutions such as request for quote, logistics support and third-party verification.

Highbury was incorporated on May 13, 2005 and was listed on the TSX-V on October 28, 2005 as a capital pool company ("CPC") under Exchange Policy 2.4. Highbury's option agreement with Full Metal Minerals ("FMM") was approved as a qualifying transaction and the final exchange bulletin to that effect was issued by the exchange on November 5, 2007. The principal business of Highbury has been the exploration and evaluation of the Moore Creek property in Alaska and any other exploration and evaluation assets and evaluation properties that Highbury may acquire.

Forward-Looking Statements Disclaimer and Reader Advisory

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested 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 the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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 news release.

SOURCE Highbury Projects Inc.