FAX Capital Corp. to proceed with share consolidation

 
NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
FOR IMMEDIATE RELEASE
November 15, 2019, Toronto, Ontario – FAX Capital Corp. (the Company) (CSE:FXC) is proceeding with the previously announced consolidation (the Share Consolidation) of 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 (Subordinate Voting Shares) for each five Pre-Consolidation Subordinate Voting Shares and one post-consolidation Multiple Voting Share (Multiple Voting Shares) for each five Pre-Consolidation Multiple Voting Shares. The Company’s Subordinate Voting Shares will commence trading on a post-consolidation basis on the Canadian Securities Exchange (the CSE) on November 19, 2019 under the current symbol “FXC” and new CUSIP number 31210A306 and new ISIN CA31210A3064. The Share Consolidation will be effective at 12:01 a.m. on November 20, 2019.

Shareholders approved the Share Consolidation at the Company’s annual general and special meeting of shareholders held on June 27, 2019.

Following the Share Consolidation, there will be approximately 499,171 Subordinate Voting Shares (subject to rounding) and 300,300 Multiple Voting Shares issued and outstanding.

The Share Consolidation is a condition precedent to the closing of the Company’s offering (the Offering) of up to 33,333,333 units of the Company (Units) at a price of $4.50 per Unit. Each Unit consists of one post-consolidation Subordinate Voting Share and a Subordinate Voting Share purchase warrant (the Founder Warrants). Each Founder Warrant will entitle the holder to acquire, subject to adjustment, 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. The Units are being issued pursuant to a prospectus dated October 18, 2019 (the Prospectus), filed with the securities regulatory authorities in each of the provinces and territories of Canada and the Offering is expected to close on November 21, 2019.

Important Notice

The Prospectus contains important information relating to the Units and 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 syndicate of agents, led by CIBC Capital Markets and National Bank Financial Inc., or under the Company’s profile on SEDAR at www.sedar.com.

None of the Units, the Subordinate Voting Shares or 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, and such securities are not being offered or sold in the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act). The Founder Warrants mentioned herein may not be exercised directly or indirectly by any U.S. Person (as defined in Regulation S under the U.S. Securities Act) or any other person while in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in the United States or 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 completion 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 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.