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Bulletin de la Bourse
LXRandCo, Inc (LXR, LXR.WT) inscrit à la Bourse de Toronto
12 juin 2017
Issuer: Gibraltar Growth Corporation ("Gibraltar")
Resulting Issuer: LXRandCo, Inc. ("LXRandCo")
| Old Securities | Old Symbols | New Securities | New Symbols | New CUSIP |
|---|---|---|---|---|
| Class A Restricted Voting Shares (the "Class A Shares") | GBG.A | Class B Shares (the "Shares") | LXR | 550789 10 1 |
| Share Purchase Warrants (the "Gibraltar Warrants") | GBG.WT | Share Purchase Warrants (the "Warrants") | LXR.WT | 550789 11 9 |
| Transaction: | Further to TSX Bulletin 2017-0510 dated May 31, 2017, at a meeting held on June 9, 2017, shareholders of Gibraltar approved the acquisition by Gibraltar of all of the issued and outstanding shares of LXR Produits de Luxe Internationale Inc. (the "Qualifying Acquisition"). In conjunction with the closing of the Qualifying Acquisition, Gibraltar completed a private placement of 2,500,000 Class B Shares, issued at a price of $10.00 per Class B Share. |
| Consideration and exchange ratio: | Pursuant to the Qualifying Acquisition: - each Class A Share will, unless previously redeemed, be automatically converted into one Share; and - each Gibraltar Warrant will be converted into one Warrant |
| Number of securities issued and outstanding: | 13,044,848 Shares and 10,861,250 already listed Warrants |
| Number of securities reserved for issuance: | 12,737,664 Shares |
| Closing date: | June 9, 2017 |
| Listing and posted for trading date for New Securities: | June 14, 2017 (at the opening) |
| Halt and delisting date for Old Securities: | Halted June 14, 2017 (at the opening) and June 14, 2017 (at the close) |
| Listing category: | Industrial, Non-Exempt Issuer |
| Trading currency: | CDN$ |
| Other market(s): | None |
| Market maker: | JitneyTrade Inc. |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Exchange procedure: | As the Class A Shares and Gibraltar Warrants trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Shares and Gibraltar Warrants need not take any action in order to receive the Shares and Warrants. |
| Investor relations: | Jeremy Stepak Chief Financial Officer Tel: (416) 583-1692 jeremy.s@lxrco.com |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | LXRandCo is an international omni-channel retailer of branded vintage luxury handbags and accessories. |
| Dividends: | Gibraltar has not declared or paid any dividends since incorporation. Following closing of the Qualifying Acquisition, LXRandCo does not intend to declare or pay any cash dividends. |
| Sponsorship: | Canaccord Genuity Corp. |
| Disclosure document: | Prospectus dated May 12, 2017 and Management Information Circular dated May 12, 2017 (the "Circular"), which are available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in such disclosure documents. |
Principal terms of the Warrants:
| Exercise price: | $11.50 |
| Expiry: | The Warrants will expire at 5:00 p.m. (Toronto time) on June 9, 2022 (the day that is five years following closing of the Qualifying Acquisition) or may expire earlier upon LXRandCo Winding-Up or if the expiry date is accelerated. |
| Additional information: | As a result of the completion of the Qualifying Acquisition, each listed Warrant will be exercisable for one Share commencing 30 days following closing of the Qualifying Acquisition. Please refer to TSX Bulletins 2015-1139 dated November 9, 2015 for a summary of the terms of the Gibraltar Warrants. |
| TSX contact: | Julie K. Shin, Director, Listed Issuer Services, Toronto Stock Exchange |
