Exchange Bulletin
Agrinam Acquisition Corporation (AGRI.U, AGRI.WT.U, A) To Trade On Toronto Stock Exchange
July 21, 2022
Issuer: Agrinam Acquisition Corporation (the "Company")
| Old Security | Old Symbol | New Securities | New Symbols |
|---|---|---|---|
| Class A Restricted Voting Units | AGRI.V | Class A Restricted Voting Shares | AGRI.U |
| Class A Restricted Voting Units | AGRI.V | Warrants | AGRI.WT.U |
| Class A Restricted Voting Units | AGRI.V | Rights | AGRI.RT.U |
| Transaction: | Separation of Class A Restricted Voting Units |
| Number of new securities issued and outstanding: | 13,800,001 Class A Restricted Voting Shares 22,510,000 Warrants 13,800,000 Rights |
| Number of new securities reserved for issuance: | 23,890,000 Class A Restricted Voting Shares |
| Listing and posted for trading date (New Securities): | July 25, 2022 (at the opening) |
| Delisting date (Old Security): | July 25, 2022 (at the opening) |
| Trading currency: | US$ |
| Temporary market maker: | Citadel Securities Canada ULC |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Offering document: | Final prospectus dated June 10, 2022 (the "Prospectus") which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
Principal Terms of the Class A Restricted Voting Shares:
| Voting rights: | Prior to the closing of a qualifying acquisition, holders of the Class A Restricted Voting Shares are entitled to vote on and receive notice of meetings on all matters requiring shareholder approval (including any proposed extension to the Permitted Timeline and approval of the qualifying acquisition, if required under applicable law) other than meetings held solely to consider the election and/or removal of directors and auditors. In lieu of holding an annual meeting prior to the closing of a qualifying acquisition, the Company is required to provide an annual update on the status of identifying and securing a qualifying acquisition by way of a news release. As 100% of the Gross Proceeds of the Offering and any additional equity raised pursuant to a rights offering is or will be held by the Escrow Agent in an escrow account, shareholder approval of a qualifying acquisition is not required pursuant to the Exchange rules. As such, and unless shareholder approval is otherwise required under applicable law, the Company will: (i) prepare and file with applicable securities regulatory authorities a prospectus containing disclosure regarding the Company and its proposed qualifying acquisition, (ii) mail a notice of optional redemption to the holders of the Class A Restricted Voting Shares and make the final prospectus publicly available at least 21 days prior to the deadline for redemption; and (iii) send by prepaid mail or otherwise deliver the prospectus to the holders of the Class A Restricted Voting Shares no later than midnight (Toronto time) on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with NP 11-201. |
| Redemption on qualifying acquisition: | In connection with seeking to complete a qualifying acquisition, the Company will provide holders of the Class A Restricted Voting Shares with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares immediately prior to the closing of the qualifying acquisition, for an amount per share, payable in cash, equal to the pro-rata portion of the escrowed funds, including any interest and other amounts earned thereon, less certain amounts and subject to certain restrictions as more fully disclosed in the Prospectus. Notwithstanding the foregoing redemption right, each holder of Class A Restricted Voting Shares, together with any affiliate of such holder or other person with whom such holder or affiliate is acting jointly or in concert, will not be permitted to redeem more than an aggregate of 15% of the number of Class A Restricted Voting Shares issued and outstanding. |
| Redemption if no qualifying acquisition: | If the Company is unable to consummate a qualifying acquisition within the Permitted Timeline, it will be required to redeem, as promptly as reasonably possible, on an automatic redemption date specified by the Company (such date to be within 10 days following the last day of the Permitted Timeline), each of the outstanding Class A Restricted Voting Shares for an amount per share, payable in cash, equal to the pro-rata portion of the escrowed funds, including any interest and other amounts earned thereon, less certain amounts as more fully disclosed in the Prospectus. |
| Conversion: | Upon the closing of a qualifying acquisition, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into a Common Share, at which time the Class A Restricted Voting Shares will be delisted and the Common Shares will be listed. |
Principal Terms of the Warrants:
| Exercise price: | The Warrants will become exercisable commencing 65 days after the completion of a qualifying acquisition. Each Warrant is exercisable to purchase one Class A Restricted Voting Share. As the outstanding Class A Restricted Voting Shares will have been automatically converted into Common Shares, after the completion of the qualifying acquisition, each Warrant outstanding will be exercisable for one Common Share. The Warrant exercise price will be U.S.$11.50, subject to adjustments as more fully disclosed in the Prospectus. |
| Expiry: | 5:00 p.m. (Toronto time) on the day that is five years after the completion of the qualifying acquisition. The Warrants may expire earlier if a qualifying acquisition does not occur within the Permitted Timeline or if the expiry date is accelerated as more fully disclosed in the Prospectus. |
Principal Terms of the Rights:
| Conversion: | Each Right entitles the holder thereof to receive one-tenth (1/10) of a Class A Restricted Voting Share (which at such time will represent one-tenth (1/10) of a Common Share) following the closing of the qualifying acquisition, subject to adjustments under the terms of the qualifying acquisition. Rights will only be converted for a whole number of shares. No fractional shares will be issued upon conversion of the Rights and fractional interests will be rounded down to the nearest whole number of shares. As a result, holders must hold Rights in multiples of ten in order to receive Common Shares for all of their Rights following the closing of the qualifying acquisition. |
| Expiry: | The Rights will expire worthless if a qualifying acquisition does not occur within the Permitted Timeline. The Rights will not have any access to, or benefit from, the proceeds in the escrow account, and will not possess any redemption or distribution rights. Any Right that has not been converted within six months after the completion of the qualifying acquisition will be null and void. |
| Additional information: | The Class A Restricted Voting Shares, Warrants and Rights will be quoted and traded on Toronto Stock Exchange in US funds and trading information regarding the Class A Restricted Voting Shares, Warrants and Rights will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Other Information: | TSX bulletin 2022-0473 dated June 13, 2022. |
| TSX contact: | Anne Child, Director, TSX Listings |