Vancouver, BC: March 25, 2021 – 4 Touchdowns Capital Inc. (“4TD”) and Ocean Trout Canada Inc.
(“OTC” or the “Company”) are pleased to announce that they have entered into a binding letter of
intent to complete a business combination (the “Transaction”). The letter of intent was negotiated at
arm’s length and is effective as of March 22nd, 2021.
INFORMATION CONCERNING THE PROPOSED TRANSACTION
4TC and OTC will enter into a business combination by way of an amalgamation, share exchange,
arrangement or other similar form of Transaction which will result in OTC combining its corporate
existence with that of 4TC. The parties agree that the final structure of the business combination is
subject to receipt of tax, corporate and securities law advice for both 4TC and OTC.
The authorized share capital of 4TC currently consists of an unlimited number of common shares (the
“4TC Shares”) without par value, of which a total of 6,787,724 4TC Shares are issued and outstanding and
no other 4TC Shares are reserved for issuance.
OTC currently has 58,708,895 common shares issued and outstanding (the “OTC Shares”), and will have
no more than 80,000,000 shares outstanding on a fully diluted basis for the purposes of this transaction.
4TC will issue 80,000,000 new shares at the price of $0.50 per share to acquire the outstanding OTC
Shares representing a total equity value of $40,000,000 on a fully diluted basis.
Further, it is contemplated that in conjunction with the listing on an Exchange, the resulting entity will
complete brokered private placement financing of up to $ 10,000,000 by way of subscription receipts or
prospectus (the “Brokered Financing”).
Immediately upon execution of this binding Letter of Intent, in order to finance the contemplated
transaction, 4TC will complete a non-brokered private placement consisting of the issuance of up to
24,000,000 shares (pre-consolidation) of 4TC issued at a price of $0.05 per share for gross proceeds of up
to $1,200,000, (the “Concurrent Financing”).
Upon completion of the Concurrent Financing and prior to completion of the Business Combination, 4TC
will agree to make a loan of a sum equivalent to the proceeds of the Concurrent Financing to OTC, less an
amount equal to one hundred fifty thousand dollars ($150,000) that will be used to cover the expenses of
4TC (the “Loan”). The Loan will be no less that three hundred fifty thousand dollars ($350,000) and
parties hereto may agree to advance additional funds to OTC during the course of the Transaction.
SHAREHOLDERS’ SPECIAL MEETING
In connection with the business combination, to the extent necessary, 4TC will call a special meeting of
its shareholders in order to: (i) approve the change of its name to “Ocean Trout Canada Inc..”, or such
other name as the board of directors determine; (ii) approve the consolidation of the 4TC Shares on the
basis of five (5) pre-consolidated 4TC Shares for one (1) post-consolidated 4TC (the “4TC Consolidation”);
and (iii) approve such other things as is necessary to complete the business combination.
Further, OTC will call a special meeting of its shareholders in order to approve any such things as is
necessary to complete the business combination.
BOARD OF DIRECTORS AND OFFICERS
Upon closing of the contemplated Transaction, the current board of directors of 4TC shall resign.
Following completion of the contemplated Transaction, the officers of 4TC shall be the proposed and
unchallenged nominees of OTC.
ON BEHALF OF THE BOARD
President & CEO
Further information regarding the Company can be found on SEDAR at www.SEDAR.com, or by
contacting the Company directly at (604) 637-2101.
This news release may contain forward–looking statements. Forward-looking statements address future
events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ
materially from those currently anticipated in such statements. Particular risks applicable to this press
release include risks associated with planned production, including the ability of the company to achieve its
targeted production outline due to regulatory, technical or economic factors. In addition, there are risks
associated with estimates of resources, and there is no guarantee that a resource will have demonstrated
economic viability as necessary to be classified as a reserve. There is no guarantee that additional
exploration work will result in significant increases to resource estimates
No Canadian Securities Exchange nor any Regulation Services Provider (as that term is defined in policies
of the any Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this
We seek safe harbour.