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Exchange Bulletin

Kew Media Group Inc. (KEW.UN) To Trade On Toronto Stock Exchange


June 13, 2016

Kew Media Group Inc. (the “Company”) - An application has been granted for the original listing in the Industrial category of 7,700,000 Class A Restricted Voting Units (the “Class A Restricted Voting Units”), of which 7,000,000 Class A Restricted Voting Units will be issued and outstanding, and 700,000 Class A Restricted Voting Units will be reserved for issuance upon completion of an initial public offering (the “Offering”).

Listing of the Class A Restricted Voting Units will become effective at 5:01 p.m. on Friday, June 10, 2016, in anticipation of the offering closing on Monday, June 13, 2016. The Class A Restricted Voting Units will be posted for trading at the opening on June 13, 2016.

Each Class A Restricted Voting Unit consists of one Class A Restricted Voting Share (the “Class A Restricted Voting Share”) and one share purchase warrant (the “Warrant”). The Class A Restricted Voting Units will separate into Class A Restricted Voting Shares and Warrants approximately 40 days following the closing of the Offering (or the next trading day, if the 40th day is not a trading day). Upon the closing of a Qualifying Acquisition (as such term is defined below), each Class A Restricted Voting Share would, unless previously redeemed, be automatically converted into one Class B Share.

Each whole Warrant entitles the holder to purchase one Class A Share (and upon closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Class B 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 or may expire earlier if a qualifying acquisition does not occur within the Permitted Timeline or if the expiry date is accelerated.

Upon separation of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants will be listed on TSX. A further bulletin will be issued confirming the separation date of the Class A Restricted Voting Units and the trading information of the Class A Restricted Voting Shares and Warrants.

Registration of interest in, and transfer of, the Class A Restricted Voting Units 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 Units registered in the name of CDS or its nominee will be deposited electronically with CDS on an NCI basis on the closing of the Offering. A purchaser of Class A Restricted Voting Units, subject to certain exceptions, will receive only a customer confirmation from the registered dealer through which the Class A Restricted Voting Units are purchased.

The Company will be subject to the reporting requirements of Section 501 of TSX's Company Manual.

Additional information on the Class A Restricted Voting Units, the Class A Restricted Voting Shares, Class B Shares and the Warrants can be found in the Company’s final prospectus dated June 3, 2016 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

 

Stock Symbol: "KEW.UN" CUSIP: 492725 20 5 Trading Currency: CDN$

 

Temporary Market Maker: TD Securities Inc.
Other Markets: None
Head Office Address: 672 Dupont Street
Suite 400
Toronto, Ontario M6G 1Z6
Telephone Number: (416) 530-2583
Fax Number: N/A
Email Address: ssilver@theblueicegroup.com
Website Address: N/A
Investor Relations: Steven Silver
(416) 530-9731
stevensilver@mac.com

Peter Sussman
(416) 566-3042
peter@275mac.com

Maurice Kagan
(416) 560-6037
Maishkaga37@gmail.com
Chief Financial Officer & Corporate Secretary: Maurice Kagan
Incorporation: The Company was incorporated on November 3, 2015 under the Business Corporations Act (Ontario).
Fiscal Year End: December 31
Nature of Business: The Company is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Company (the “Qualifying Acquisition”). The Company has identified a number of possible qualifying acquisition targets but have not, nor has anyone on their behalf, initiated any substantive discussions, directly or indirectly, with any prospective qualifying acquisition target.

While the Company is not limited to a particular industry or geographic region for purposes of completing the Qualifying Acquisition, it intends to focus its search for qualifying acquisition targets that operate primarily in the entertainment industry and/or related to sectors in Canada, the United States and/or the United Kingdom.
Transfer Agent & Registrar: Equity Financial Trust Company at its principal offices in Toronto.
Sponsorship: Not Applicable
Distributions: The Company does not anticipate making regular distributions on the Class A Restricted Voting Units.
Initial Public Offering: Pursuant to the terms of the Prospectus, TD Securities Inc., Cantor Fitzgerald & Co., National Bank Financial Inc., Cormark Securities Inc. and GMP Securities L.P as underwriters, are offering to the public 7,000,000 Class A Restricted Voting Units from treasury at a price of $10.00 per Class A Restricted Voting Unit. In addition, the underwriters have been granted an over-allotment option to purchase up to an additional 700,000 Class A Restricted Voting Units from treasury at a price of $10.00 per Class A Restricted Voting Unit.