Exchange Bulletin
FAX Capital Corp. (FXC, FXC.WT) To Trade On Toronto Stock Exchange
November 19, 2019
Issuer: FAX Capital Corp. (the "Company")
| Security | Symbol | Issued and Outstanding Securities | Reserved Securities |
|---|---|---|---|
| Subordinate Voting Shares ("Shares") | FXC | 11,610,219 | 38,127,992 |
| Subordinate Voting Share Purchase Warrants ("Warrants) | FXC.WT | 11,111,112 | 1,666,667 |
| Listing category: | TSX Sandbox, Industrial, Non-Exempt Issuer |
| TSX Sandbox Exit Conditions: | The Company has (i) deployed 50% of the proceeds raised pursuant to the Offering and the Substantial Equity Investment; and (ii) publicly filed interim financial statements reflecting a full quarter of operating history subsequent to listing on TSX. |
| Trading currency: | CDN$ |
| Transaction: | Public offering of Units. |
| Listing date: | November 20, 2019 (as at 5:01 pm) in anticipation of closing of the Offering. |
| Anticipated closing date: | November 21, 2019 (prior to the opening). |
| Posted for trading date: | November 21, 2019 (at the opening) subject to confirmation of closing of the Offering. |
| Other market(s): | The Shares have been listed on the Canadian Securities Exchange ("CSE") since February 4, 2019 under the symbol "FXC". TSX is advised that the Shares will be delisted from the CSE on November 21, 2019. |
| Temporary market maker: | Canaccord Genuity Corp. |
| Investor relations: | Edward Merchand 416-364-8788 info@faxcapitalcorp.com |
| Incorporation: | Canada Business Corporations Act |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is an investment holding company which intends to invest in equity, debt and/or hybrid securities of businesses (each, a ‘‘Portfolio Company'') in furtherance of the Company's business objective with such investment tailored to the specific needs and opportunities of the Portfolio Company. |
| Transfer agent and registrar: | Computershare Investor Services Inc. at its principal office in Toronto. |
| Dividends: | The Company does not anticipate paying dividends on the Shares in the foreseeable future. |
| Sponsorship: | Waived |
| Disclosure document: | The Company's long-form prospectus dated October 18, 2019. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Offering: | A treasury offering (the "Offering") by the Company of up to 33,333,333 Units at a price of $4.50 per Unit. Each Unit consists of one Share and one Warrant. The Units will separate immediately upon issuance. Additionally, the Company has granted the Agents a 15% over-allotment option. As a condition to the closing of the Offering, Fax Investments Inc. will concurrently subscribe for Multiple Voting Shares at a subscription price per share equal to the Offering Price, on a private placement basis, for an aggregate subscription purchase amount equal to the sum of (i) $75,000,000; and (ii) the gross proceeds realized by the Company on Closing in excess of the Minimum Offering subject to a maximum investment by FII of $200,000,000 (the "Substantial Equity Investment"). |
Principal Terms of the Warrants:
| Exercise Price: | $4.50 |
| Expiry: | 4:00 pm (Toronto time) on November 21, 2021 |
| Transfer Agent for the Warrants: | Computershare Trust Company of Canada at its principal office in Toronto. |
| Exercise Restriction: | The Warrants may not be exercised directly or indirectly by any U.S. Person (as defined in Regulation S under the U.S. Securities Act) or any other person while in the United States. For further details please refer to the disclosure document. |
| TSX contact: | Chris Birkett, Director, Toronto Stock Exchange. |
