Exchange Bulletin
Saltire Capital Ltd. (SLT.U, SLT.WT.U) To Trade On Toronto Stock Exchange
September 30, 2024
Issuer: FG Acquisition Corp. ("FGAC")
Resulting issuer: Saltire Capital Ltd. ("Saltire")
| Old Securities | Old Symbol | New Securities | New Symbols |
|---|---|---|---|
| Class A Restricted Voting Shares ("Class A Shares") | FGAA.U | Common shares (the "Common Shares") | SLT.U |
| Share purchase warrants ("FGAC Warrants") | FGAA.WT.U | Share purchase warrants (the "Warrants") | SLT.WT.U |
| Transaction: | Further to TSX Bulletin 2024-0609 dated August 28, 2024, on May 3, 2024, FGAC and FGAC's sponsors, FGAC Investors LLC and CG Investments VII Inc. (collectively, the "Sponsors"), entered into the Acquisition Agreement with Strong Global Entertainment, Inc. and Strong/MDI Screen Systems, Inc. ("MDI"), pursuant to which FGAC acquired all of the equity interest of MDI (the "Qualifying Transaction"). As part of the Qualifying Transaction, FGAC changed its name to "Saltire Capital Ltd.", and the Class A Shares, unless previously redeemed, converted on a one- to-one basis into Common Shares. Saltire became successor to FGAC under the Warrant Agreement (as defined below) and each outstanding FGAC Warrant continues and remains outstanding as a Warrant and entitles the holder to acquire, for payment of the exercise price, one Common Share. The Qualifying Transaction constitutes Saltire's "qualifying acquisition" under Part X of the TSX Company Manual. |
| Number of New Securities issued and outstanding: | 5,259,068 Common Shares and 10,100,000 Warrants |
| Number of New Securities reserved for issuance: | 11,600,000 Common Shares |
| Closing date of the Qualifying Transaction: | September 25, 2024 |
| Listing and posted for trading date for New Securities: | September 30, 2024 (at the opening) |
| Halt and delisting date for Old Securities: | Halted September 30, 2024 (at the opening) and delisted September 30, 2024 (at the close) |
| Listing category: | Industrial, non-exempt issuer |
| Trading currency: | US$ |
| Other market(s): | None |
| Designated market maker: | Integral Wealth Securities Limited |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto |
| Exchange procedure: | As the Class A Shares and FGAC Warrants trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Shares and FGAC Warrants need not take any action in order to receive the Common Shares and Warrants to which they are entitled. |
| Investor relations: | Hassan Baqar (847) 791-6817 hbaqar@sequioafin.com |
| Incorporation: | Business Corporations Act (British Columbia) on October 25, 2021 |
| Fiscal year end: | December 31 |
| Nature of business: | Following closing of the Qualifying Transaction, Saltire will be a long-term capital partner that intends to invest in equity, debt and/or hybrid securities of private companies. It is intended that investments made by Saltire in Portfolio Companies will consist of meaningful and influential stakes in carefully selected private companies that the Manager believes are under-valued, and target assets and businesses with high barriers to entry, predictable revenue streams and cash flows and defensive characteristics, with a view to significantly improve the fundamental value of such Portfolio Companies over the long-term. |
| Dividends: | The payment of cash dividends following the completion of the Qualifying Transaction will be dependent upon Saltire's revenues and earnings, if any, capital requirements and general financial condition and will be at the discretion of Saltire's Board at that time. |
| Sponsorship: | Waived |
| Disclosure documents: | The final non-offering long form prospectus of FGAC dated August 2, 2024 (the "Prospectus") available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Additional information: | The securities trading under symbol "SLT.U" and "SLT.WT.U" will be quoted and traded on TSX in US funds and trading information regarding "SLT.U" and "SLT.WT.U" will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
Principal terms of the Warrants:
| Exercise price: | Each whole Warrant is exercisable for one Common Share at an exercise price of US$11.50 per Common Share. |
| Expiry: | The Warrants will expire at 5:00 p.m. (Toronto time) on September 25, 2029 (the day that is five years following closing of the Qualifying Transaction) or may expire earlier if the expiry date is accelerated. Once the Warrants become exercisable (see below), Saltire may accelerate the expiry date of the outstanding Warrants by providing 30 days' notice if, and only if, the closing price of the Common Shares equals or exceeds US$18.00 per Common Share (as adjusted) for any 20 trading days within a 30-trading day period, in which case the expiry date shall be the date which is 30 days following the date on which such notice is provided. |
| Additional information: | As a result of the completion of the Qualifying Transaction, each listed Warrant will be exercisable for one Common Share commencing 65 days following closing of the Qualifying Transaction. The Warrants are governed by the terms of the Warrant Agreement dated April 5, 2022 between FGAC and TSX Trust Company, as supplemented by the Supplemental Warrant Agreement dated August 10, 2023 (collectively, the "Warrant Agreement"). The Warrant Agreement provides for appropriate adjustments to the rights of Warrantholders in the event of stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations. |
| TSX contact: | Selma Thaver, Managing Director, TSX Listings |