Exchange Bulletin
Spark Power Group Inc. (SPG, SPG.WT) To Trade On Toronto Stock Exchange
August 31, 2018
Issuer: Spark Power Group Inc.
| Old Securities | Old Symbols | New Securities | New Symbols |
| Class A Restricted Voting Units (the "Class A Units") | CGAC.UN | Common Shares (the "Shares") | SPG |
| Warrants (the "Warrants") | SPG.WT |
| Transaction: | Further to TSX Bulletin 2018-0641 dated August 22, 2018, at a meeting held on August 31, 2018, shareholders of CGAC approved the acquisition by CGAC of all of the issued and outstanding securities of Spark Power Corp. (the "Qualifying Acquisition"). As a result of the Qualifying Acquisition, each Class A Unit of CGAC will be exchanged for one Share and one Warrant of Spark. |
| Consideration and exchange ratio: | Pursuant to the Qualifying Acquisition, each Class A Unit will, unless previously redeemed, be automatically converted into one Share and one Warrant. |
| Number of securities issued and outstanding: | 44,920,316 Shares and 11,776,653 Warrants |
| Number of securities reserved for issuance: | 18,880,807 Shares |
| Closing date: | August 31, 2018 |
| Listing and posted for trading date for New Securities: | September 5, 2018 (at the opening) |
| Halt and delisting date for Old Securities: | Halted September 5, 2018 (at the opening) and delisting September 5, 2018 (at the close) |
| Listing category: | Industrial, Non-Exempt Issuer |
| Trading currency: | CDN$ |
| Other market(s): | None |
| Temporary market maker: | Independent Trading Group (ITG) 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 Units trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Units need not take any action in order to receive the Shares and Warrants. |
| Investor relations: | Dan Ardila Chief Financial Officer Tel: (905) 829-3336 Ext. 127 dardila@sparkpower.ca |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | Spark is an independent electrical power services and solutions company serving more than 6,500 industrial, commercial, institutional, renewable and agricultural customers, as well as utility markets including municipalities, universities, schools and hospitals across Ontario, with operations expanding across Canada and into the United States. |
| Dividends: | The payment of cash dividends following the completion of the Qualifying Acquisition will be dependent upon Spark's revenues and earnings, if any, capital requirements and general financial condition and will be at the discretion of Spark's Board at that time. |
| Sponsorship: | Waived |
| Disclosure document: | Prospectus dated August 7, 2018 and Management Information Circular dated August 7, 2018, 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: | $3.45 |
| Expiry: | The Warrants will expire at 5:00 p.m. (Toronto time) on August 31, 2023 (the day that is five years following closing of the Qualifying Acquisition) or may expire earlier if the expiry date is accelerated. Once the Warrants become exercisable, Spark may accelerate the expiry date of the outstanding Warrants by providing 30 days' notice if, and only if, the closing price of the Shares equals or exceeds $7.20 per 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, 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 Acquisition, each listed Warrant will be exercisable for one Share commencing 30 days following closing of the Qualifying Acquisition. The Warrants are governed by the terms of a Warrant Agency Agreement dated as of August 1, 2017 (the "Warrant Agreement") between CGAC and TSX Trust Company. The Warrant Agreement provides for appropriate adjustments to the rights of holders of Warrants in the event of stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations. |
| TSX contact: | Julie K. Shin, Managing Director, Toronto Stock Exchange |
