FAX Capital Corp. provides update regarding share consolidation and offering

 
NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
FOR IMMEDIATE RELEASE

October 25, 2019, Toronto, Ontario – FAX Capital Corp. (the Company) (CSE: FXC) is issuing this press release to confirm and provide further details regarding the intended timing for the Share Consolidation and Offering, each as previously disclosed in the Company’s final prospectus dated October 18, 2019 (the Prospectus) and the press release issued that same date.

Pursuant to the Offering, the Company proposes to issue to the public up to 33,333,333 units of the Company (Units) at a price of $4.50. Each Unit consists of one post-consolidation Subordinate Voting Share of the Company and a Subordinate Voting Share purchase warrant (the Founder Warrants). Each Founder Warrant will entitle the holder to acquire one post-consolidation Subordinate Voting Share at an exercise price equal to $4.50 at any time prior to the date that is 24 months following the closing date of the Offering.

On the business day prior to the closing the Offering, the Company will consolidate (the Share Consolidation) its outstanding Subordinate Voting Shares (the Pre-Consolidation Subordinate Voting Shares) and Multiple Voting Shares (the Pre-Consolidation Multiple Voting Shares) on the basis of one post-consolidation Subordinate Voting Share for each five Pre-Consolidation Subordinate Voting Shares and one post-consolidation Multiple Voting Share for each five Pre-Consolidation Multiple Voting Shares.

As of the date hereof, there are an aggregate of 2,495,536 Pre-Consolidation Subordinate Voting Shares and 1,501,502 Pre-Consolidation Multiple Voting Shares issued and outstanding. Accordingly, as a result of the Consolidation, immediately after the Consolidation and prior to the closing of the Offering and the Substantial Equity Investment (as defined in the Prospectus), there will be 499,107 Subordinate Voting Shares and 300,300 Multiple Voting Shares issued and outstanding.

The Offering is expected to close on or about November 21, 2019. Assuming a November 21st closing date, it is anticipated that the Canadian Securities Exchange will issue a bulletin on November 18, 2019 confirming that the Subordinate Voting Shares will trade on a consolidated basis on November 19, 2019.

Important Notice

The Prospectus contains important information relating to the Units and other securities offered pursuant to the Offering and has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities. Copies of the Prospectus may be obtained from one of the Agents or under the Company’s profile on SEDAR at www.sedar.com.

None of the Units, the post-consolidation subordinate voting shares nor the Founder Warrants have been or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or any state securities laws. Accordingly, the Units may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About FAX Capital Corp.

The Company is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The Company initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States.

For additional information please contact:

Edward Merchand, CFO (416) 364-8788

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking information. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. Forward-looking information contained or referred to in this press release includes, but is not limited to, the completion of the Offering and the expected closing date thereof; and the share consolidation being effected and the expected timing thereof.

Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such forward-looking information include the success of the Offering. The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

No securities regulatory authority has either approved or disapproved of the contents of this news release. Neither the Canadian Securities Exchange (CSE) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.