Pontus Completes Qualifying Transaction with AmWolf Capital Corp. and $3,244,899 Concurrent Financing

VANCOUVER, BC, Jan. 26, 2021 /CNW/ - Pontus Protein Ltd. ("Pontus" or the "Company") (TSXV: HULK), formerly known as "AmWolf Capital Corp." ("AmWolf"), is pleased to announce that it has completed its previously announced Qualifying Transaction, as defined under TSX Venture Exchange (the "Exchange") Policy 2.4 – Capital Pool Companies ("Policy 2.4"), with 42 Protein Corp. ("42 Protein"), formerly known as "Pontus Water Lentils Ltd.", and 1253044 B.C. Ltd. ("NewCo"), a wholly-owned subsidiary of AmWolf (the "Transaction"), and, in connection therewith, the closing of a $3,244,899 concurrent financing (the "Concurrent Financing").

"With the surge in market demand over the past year for plant-based and alternative protein products, we are very excited to have completed the Transaction with AmWolf and to be listing on the Exchange," said Connor Yuen, Chief Executive Officer of Pontus. "We believe that the listing of our shares with the Exchange will enable us to increase awareness of Pontus and our incredible Pontus Protein Powder, as well as enhance our ability to meet the growing demands of this emerging market".

In connection with the Transaction, the Company changed its name to "Pontus Protein Ltd." from "AmWolf Capital Corp." and its common shares (each, a "Share") are expected to commence trading on the Exchange on or about January 28, 2021 under the symbol "HULK".

About Pontus

Pontus was founded in 2018, and is a British Columbia-based agri-tech company whose primary objective is to deliver new sources of organic plant-based protein products. Pontus specializes in aquaponic farming through the employment of its proprietary Closed Environment Vertical Aquaponics System™ or CEVAS™ system, a network of automated bio-secure indoor aquaponic farms utilizing AI, to produce a sustainable, non-GMO, organic plant-based protein product called Pontus Protein Powder. Pontus Protein Powder is a 42.1% pure plant protein produced from water lentils, high in antioxidants, essential vitamins and minerals, grown without the use of solvents, chemicals, dyes, additives, preservatives or pesticides.

To facilitate the production and processing of its Pontus Protein Powder, Pontus is currently completing the construction and outfitting of a 20,570 sq/ft. processing farm located in Surrey, British Columbia (the "Surrey Farm"). Pontus' Surrey Farm will utilize the proprietary CEVAS™ technology and equipment at scale for the production of Pontus Protein Powder. For more information, please visit https://pontuswaterlentils.com/.

Concurrent Financing

The Company is also pleased to announce that, further to its news releases dated August 14, 2020, November 27, 2020, December 2, 2020, and December 11, 2020, the Company has raised $3,244,899 pursuant to the Concurrent Financing with the issuance and sale of 21,632,665 units (each, a "Unit") at a price of $0.15 per Unit. Each Unit consists of one Share and one Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Share (each, a "Warrant Share") at an exercise price of $0.30 per Warrant Share for a period of two years from the date of closing. The Warrants are also subject to an acceleration provision whereby the expiry of Warrants may be accelerated in the event the daily trading price of the Shares equals or exceeds $0.50 on the Exchange (or such other exchange on which the Shares may be traded) for 20 consecutive trading days after the date that is four months and one day from the closing of the Concurrent Financing, whereby the Company may accelerate the expiry date of the Warrants by giving notice via news release to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which the news release is disseminated (the "Acceleration Provision").

In connection with the closing of the Concurrent Financing, the Company paid cash finder's fees of $195,531 and issued 1,303,546 non-transferable share purchase warrants (each, a "Broker Warrant") which entitle the holder thereof to acquire one Share at a price of $0.30 per Share for a period of two years.

All securities issued pursuant to the Concurrent Financing (including the Broker Warrants) are subject to a statutory hold period of four months and a day.

Qualifying Transaction

The Company completed the Transaction pursuant to the terms and conditions of an amalgamation agreement dated July 28, 2020 (the "Amalgamation Agreement") among Pontus, 42 Protein and NewCo, pursuant to which AmWolf acquired all of the outstanding securities of 42 Protein in exchange for securities of the Company. On the closing of the Transaction (the "Closing"), all of the issued and outstanding securities of 42 Protein were exchanged for corresponding securities of AmWolf on the terms of the Amalgamation Agreement, with the underlying securities of 42 Protein being cancelled and the following securities of the Company being issued to the former security holders of 42 Protein: an aggregate of 31,195,087 Shares to the former shareholders of 42 Protein, and warrants to acquire an aggregate of 3,966,910 Shares were issued to the former warrant holders of 42 Protein. Pursuant to the terms of a finder's fee agreement dated July 28, 2020, two arm's length finders (together, the "Finders") were issued an aggregate of 1,550,000 Shares in connection with the Transaction.

The Company also entered into a Value Security Escrow Agreement (the "Escrow Agreement") with TSX Trust Company and certain shareholders of 42 Protein as required by the policies of the Exchange. Pursuant to the Escrow Agreement, an aggregate of 26,628,333 Shares (collectively, the "Escrow Shares") issued to certain Insiders (as defined under Exchange Policy 1.1 – Interpretation) and former shareholders of 42 Protein prior to the Transaction will be held in escrow. Ten percent of the Escrow Shares were released on the issuance of the Final Exchange Bulletin in connection with the Closing, and an additional 15% of the Escrow Shares will be released every six months thereafter with the final balance being released on the date that is 36 months from the Closing. In addition, 1,667 Warrants issued held by a certain Insider are also subject to the Escrow Agreement, to be release in accordance with the aforementioned release schedule.

In connection with the Closing, the Company concurrently granted incentive stock options (collectively, the "Options") to certain directors, officers and consultants to purchase up to 5,570,000 Shares, which are exercisable at a price of $0.15 per Share for a period of two years from the date of grant. All Options vested immediately on the date of grant.

For additional information regarding the Transaction, please refer to the Company's Filing Statement dated November 30, 2020 (the "Filing Statement"), which is available under the Company's profile on SEDAR.

Directors, Officer and Insiders of the Company

On the completion of the Transaction, Tsend Tseren resigned as Chief Executive Officer ("CEO") of the Company and Connor Yuen and Steve McArthur were appointed as CEO and Chief Technology Officer of the Company, respectively. The board of directors is now comprised of Jeremy Wright who is continuing as a director, as well as Connor Yuen, Steve McArthur, Sean Kingsley and Spencer Smyl following the resignations of each of Tsend Tseren, Alain Fontaine, and Alexander Molyneux. At Closing, each of Connor Yuen and Alson Niu will hold, both directly and indirectly, more than 10% of the Shares issued and outstanding. Further, each of Jeremy Wright and Steve McArthur hold 201,667 Shares and 4,233,333 Shares representing 0.33% and 7.07% of the issued and outstanding Shares, respectively.

For additional information regarding the directors and officers, please refer to the Filing Statement as well as the Company's news release dated August 14, 2020, which are available under the Company's profile on SEDAR.

Capitalization of the Company

Following the completion of the Private Placement and the Transaction, there are 59,877,753 Shares issued and outstanding, which are held as follows:

• 5,500,001 Shares (9.19%) are held by the shareholders of the Company prior to the completion of the Concurrent Financing and the Transaction;
  
  
• 21,632,665 Shares (36.13%) are held by the subscribers under the Concurrent Financing; and
  
  
• 32,745,087 Shares (54.68%) are held by the former shareholders of 42 Protein (inclusive of the Shares issuable to the Finders).

Following the Closing and the granting of the Options, there are issued and outstanding options and warrants to acquire a further aggregate of 33,023,121 Shares.

On behalf of the Board of Directors

"Connor Yuen"

Connor Yuen, CEO
Pontus Protein Ltd.

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to the trading of the Shares on the Exchange, the release of Shares and Warrants from escrow, completion of construction of the Surrey Farm, production of Pontus Protein Powder and general development of the business of the Company. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Pontus Protein Ltd.