Exchange Bulletin

Acasta Enterprises Inc. (AEF.A, AEF.WT) To Trade On Toronto Stock Exchange


September 4, 2015

SEPARATION OF CLASS A RESTRICTED VOTING UNITS
POSTING OF CLASS A RESTRICTED VOTING SHARES AND SHARE PURCHASE WARRANTS

Acasta Enterprises Inc. (the “Company”) – Further to Toronto Stock Exchange Bulletin 2015-0784 dated July 28, 2015, which describes an initial public offering of the Class A Restricted Voting Units of the Company, the Class A Restricted Voting Shares (the “Class A Restricted Voting Shares”) and the share purchase warrants (the “Warrants”) comprising the Class A Restricted Voting Units, will trade separately commencing at the opening on Tuesday, September 8, 2015 at which time the Class A Restricted Voting Units (Symbol: AEF.UN) will be delisted.

The Company is subject to the reporting requirements of Section 501 of the TSX Company Manual.

Under the trading information set out below, (i) 61,134,063 Class A Restricted Voting Shares will be listed, of which 40,250,000 Class A Restricted Voting Shares will be issued and outstanding and 20,884,063 Class A Restricted Voting Shares will be reserved for issuance; and (ii) 20,884,063 Warrants will be listed, all of which will be issued and outstanding.

Class A Restricted Voting Shares

Stock Symbol: "AEF.A" CUSIP: 00434X 10 3 Trading Currency: CDN$

Warrants

Stock Symbol: "AEF.WT" CUSIP: 00434X 11 1 Trading Currency: CDN$

Market Maker: Mackie Research Capital Corp.

Registration of interest in, and transfer of, the Class A Restricted Voting Shares and Warrants held through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee will be made electronically through the non-certificated inventory (NCI) system of CDS. Class A Restricted Voting Shares and Warrants registered in the name of CDS or its nominee will be deposited electronically with CDS on an NCI basis. A purchaser of Class A Restricted Voting Shares and Warrants subject to certain exceptions, will receive only a customer confirmation from the registered dealer through which the Class A Restricted Voting Shares and Warrants are purchased. As the Class A Restricted Voting Units were held through CDS, unitholders need not take any action with respect to receiving the Class A Restricted Voting Shares and Warrants upon separation of the Class A Restricted Voting Units.

Additional information on the Class A Restricted Voting Shares and the Warrants can be found in the Company’s final prospectus dated July 22, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus.

 

Warrants: Each whole Warrant entitles the holder to purchase one Class A Restricted Voting Share. The Warrants will become exercisable, at an exercise price of $11.50 per share, only commencing 30 days after the completion of the Qualifying Acquisition and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of the Qualifying Acquisition. As the Class A Restricted Voting Shares will have been automatically converted into Class B Shares, each whole Warrant will be exercisable for one Class B Share.

Once the Warrants become exercisable, the Company may accelerate the expiry date of the outstanding Warrants by providing 30 days’ notice, if and only if, the closing price of the Class B Shares equals or exceeds $24.00 per Class B Share (as adjusted for stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period.

There will be no redemption rights or distributions with respect to the Warrants, which will expire worthless if the Company fails to consummate the Qualifying Acquisition within the Permitted Timeline.

The Warrants are governed by the terms of a Warrant Agency Agreement dated as of July 30, 2015 (the “Warrant Agreement”) between the Company and Equity Financial Trust Company. The Warrant Agreement provides for appropriate adjustments to the rights of holders of Warrants in the event of stock dividends, subdivisions, consolidations or other forms of capital reorganization.
Class A Restricted Voting Shares: Holders of the Class A Restricted Voting Shares will not be entitled to vote at (or receive notice of or meeting materials in connection with) shareholder meetings held only to consider the election and/or removal of directors and auditors. The holders of the Class A Restricted Voting Shares would, however, be entitled to vote on and receive notice of shareholder meetings on all other matters requiring shareholder approval (including the proposed Qualifying acquisition and any proposed extension to the Permitted Timeline).

In conjunction with the Shareholders Meeting to be held to vote on whether the Company proceeds with the 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, upon the closing of the Qualifying Acquisition, for an amount per share, payable in cash, equal to the pro-rata portion of the escrow account including any interest and other amounts earned thereon (estimated to be approximately $10.08 per share), less certain amounts as more fully disclosed in the Prospectus. Holders of Class A Restricted Voting Shares may elect to redeem their Class A Restricted Voting Shares irrespective of whether they vote for or against, or do not vote on, the Qualifying Acquisition.

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.

If the Company is unable to consummate the Qualifying Acquisition within the Permitted Timeline, it will be required to redeem as promptly as reasonably possible, on an automatic redemption, for an amount per share, payable in cash, equal to the pro-rata portion of the escrow account including any interest and other amounts earned thereon, less certain amounts as more fully disclosed in the Prospectus. Upon such redemption, the rights of holders of Class A Restricted Voting Shares as shareholders will be completely extinguished.

Upon closing of a Qualifying Acquisition, each Class A Restricted Voting Share will, unless previously redeemed, be automatically converted into one Class B Share, at which time the Class A Restricted Voting Shares will be delisted and the Class B Shares listed. TSX will issue a further bulletin announcing the delisting of the Class A Restricted Voting Shares and the listing of the Class B Shares subject to the Class B Shares meeting the listing requirements of TSX.