FAX Capital Corp. provides an update on the previously announced offering and substantial equity investment and conditional TSX listing

 
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FOR IMMEDIATE RELEASE

Aggregate Gross Proceeds Currently Expected To Be In Excess Of $150 Million

November 19, 2019, Toronto, Ontario – FAX Capital Corp. (the Company) (CSE:FXC) is pleased to provide an update on the anticipated closing on November 21, 2019 of its previously announced public offering (the Offering) of units of the Company (the Units), consisting of one subordinate voting share of the Company (a Subordinate Voting Share) of the Company and one Subordinate Voting Share purchase warrant (a Founder Warrant), as well as the previously announced subscription by Fax Investments Inc. (FII), the principal shareholder and a promoter of the Company, on a private placement basis, of multiple voting shares (Multiple Voting Shares) of the Company (the Substantial Equity Investment).

While the Agents continue to accept orders, the Company currently expects to raise in excess of $150,000,000 in aggregate through the Offering and the Substantial Equity Investment. Pursuant to the Offering, based on current commitments, 11,111,112 Units are currently expected be issued by the Company at a price of $4.50 per Unit (the Offering Price) for aggregate gross proceeds of approximately $50,000,000. The Units will be issued pursuant to the Company’s final prospectus dated October 18, 2019, which has been filed with the securities regulatory authorities in each of the provinces and territories of Canada (the Prospectus). Accordingly, FII would subscribe for 22,222,223 Multiple Voting Shares, at a subscription price per share equal to the Offering Price, for an aggregate subscription purchase amount of approximately $100,000,000. FII will not receive any Founder Warrants as part of its subscription for Multiple Voting Shares.

The Offering is being made through a syndicate of agents (the Agents) led by CIBC Capital Markets and National Bank Financial Inc. pursuant to the terms and conditions of an agency agreement between the Company and the Agents. The Company has granted the Agents an over-allotment option (the Over-Allotment Option) to purchase up to an additional 15% of the aggregate number of Units issued pursuant to the Offering at a price equal to the Offering Price. The Over-Allotment Option will be exercisable for a period of 30 days following the closing date of the Offering.

Certain directors and senior officers of the Company will participate in the Offering and will collectively subscribe for 553,667 Units at the Offering Price, representing 4.98% of the Units which are expected to be issued pursuant to the Offering.

Listing of Subordinate Voting Shares and Founder Warrants on the TSX

As previously announced, the Company has received conditional approval for listing of the Subordinate Voting Shares and the Founder Warrants on each of the TSX Venture Exchange (the TSXV) on customary terms and conditions, and the Toronto Stock Exchange (the TSX) pursuant to the TSX Sandbox requirements and otherwise subject to raising a minimum of $50 million under the Offering.

In conjunction with the closing of the Offering, and given the anticipated proceeds of the Offering, the Company intends to list the Subordinate Voting Shares and the Founder Warrants on the TSX on November 21, 2019, subject to customary closing conditions and the fulfillment of the listing conditions of the TSX.

None of the Units, the Subordinate Voting Shares and 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 but may be purchased and sold on the secondary market.

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 Final Prospectus may be obtained from one of the Agents or under the Company’s profile on SEDAR at www.sedar.com.

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 proceeds therefrom; the closing of the Substantial Equity Investment and the expected proceeds therefrom; the exercise of the Over-Allotment Option by the Agents; the participation of certain directors and senior officers of the Company in the Offering; the trading of the Subordinate Voting Shares and the Founder Warrants on the TSX; and fulfillment of the listing conditions of the TSX.

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 includes, but is not limited to, the completion and the anticipated proceeds of the Offering, and the practicality of investment opportunities. 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.