Captor Capital announces LOI for reverse takeover with Rimstock Holdings Limited
by CM Staff
The resulting issuer that will exist upon completion of the Transaction will change its business from cannabis to the electric and luxury vehicle industry.
TORONTO — Captor Capital Corp. announces that it has entered into a binding letter of intent dated July 15, 2022, with UK-based Rimstock Holdings Limited in respect of a proposed business combination pursuant to which the Company will acquire 64.11% of Rimstock in exchange for share capital in the Company and cash considerations, which will result in the reverse takeover of Captor Capital by Rimstock.
It is currently contemplated that the Transaction will be effected by way of a share exchange of common shares of the Company for common shares of Rimstock. The resulting issuer that will exist upon completion of the Transaction will change its business from cannabis to the electric and luxury vehicle industry. Upon closing of the Transaction, it is expected that shareholders holding 64.11% of Rimstock will hold 72% of the issued and outstanding shares of the Resulting Issuer and current shareholders of Captor Capital will hold 28% of the issued and outstanding Resulting Issuer Shares (on a non-diluted basis).
The Transaction is to be completed concurrently with the Company’s strategic review announced on June 21, 2022. The completion of the Strategic Review is expected to put the Company in an ideal position to effect the Transaction, allowing it to transition from the cannabis industry to the emerging electric vehicle vertical with the goal of maximizing shareholder value.
Rimstock is a private company incorporated under the laws of the United Kingdom in 1985, with its head office located in West Bromwich, UK. Rimstock designs and manufactures lightweight, forged alloy wheels for some automotive OEMs. Rimstock manufactures wheels at its facility in West Bromwich in the West Midlands and operates foreign sales and marketing subsidiaries in Germany and the USA.
In 2018, Rimstock successfully transitioned from the production of cast rims to forged aluminum, which are relied upon heavily by the electric and premium/performance vehicle markets as Rimstock technology has been specifically engineered to provide performance standards while factoring in weight and torque. Following a management change in 2021, Rimstock secured mid-to-long term contracts with brands who use Rimstock as their wheel platform of choice.