FAX Capital Corp. announces completion of previously announced prospectus offering and substantial equity investment for aggregate proceeds of $190,039,995.00

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

November 21, 2019, Toronto, Ontario – FAX Capital Corp. (the Company) (TSX:FXC) is pleased to announce that it has closed 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) and one Subordinate Voting Share purchase warrant (a Founder Warrant). An aggregate of 15,560,000 Units were issued by the Company at a price of $4.50 per Unit (the Offering Price) for aggregate gross proceeds of $70,020,000.00. The Units were issued pursuant to the Company’s prospectus dated October 18, 2019 (the Prospectus).

The Company further announces that it has closed the purchase by Fax Investments Inc. (FII), the principal shareholder and a promoter of the Company, on a private placement basis, of 26,671,110 multiple voting shares of the Company (Multiple Voting Shares) at a subscription price per share equal to the Offering Price (the Substantial Equity Investment) for an aggregate amount of $120,019,995.00. FII did not receive any Founder Warrants as part of its subscription for Multiple Voting Shares.

“We are very pleased with the level of interest in FAX and its public offering,” said Blair Driscoll, the Company’s director and Chief Executive Officer. “The capital raised through the offering will serve as a strong platform to execute on our business objective.”

The Offering was made through a syndicate of agents (the Agents) led by CIBC Capital Markets and National Bank Financial Inc.

The Agents have been granted an over-allotment option (the Over-Allotment Option) to purchase up to an additional 15% of the aggregate number of Units issued on the closing at a price equal to the Offering Price. The Over-Allotment Option is exercisable for a period of 30 days following the closing date of the Offering.

Certain directors and senior officers of the Company participated in the Offering and collectively subscribed for 553,667 Units at the Offering Price, representing 3.56% of the Units issued pursuant to the Offering.

In connection with the Offering, and as disclosed in the Prospectus, the Company also amended its articles to, among other matters, provide that holders of Subordinate Voting Shares will be entitled to one (1) vote per Subordinate Voting Share and holders of Multiple Voting Shares will be entitled to ten (10) votes per Multiple Voting Share on all matters upon which shareholders of the Company are entitled to vote.

Listing of Subordinate Voting Shares and Founder Warrants

The Company is also pleased to announce that it has received final approval for the listing of the Subordinate Voting Shares and the Founder Warrants on the Toronto Stock Exchange (TSX). The Subordinate Voting Shares and Founder Warrants will begin trading on the TSX as of today's market opening. In conjunction with the listing on the TSX, the Subordinate Voting Shares listed on the Canadian Securities Exchange (the CSE) have been voluntarily halted and will be delisted from the CSE at today's close of business.

As a condition to the listing on the TSX, the Company is required to make the following disclosures:

  • The Company does not meet the original listing requirements of the TSX set out at section 3.09(a) of the TSX Company Manual.
  • The TSX has exercised its discretion to waive the requirements for historical earnings and pre-tax cash flow, and has listed the Company pursuant to the TSX Sandbox. Listing pursuant to the TSX Sandbox was conditioned upon a public raise resulting in minimum gross proceeds of $50 million.
  • The Company will remain listed pursuant to the TSX Sandbox rules until such time as it has: (i) deployed 50% of the proceeds raised pursuant to the Offering and the Substantial Equity Investment; and (ii) publicly filed interim financial statements reflecting a full quarter of operating history subsequent to listing on the TSX.
  • As disclosed in the Prospectus under the heading "Risk Factors", the Company has limited operating history in its current business and there is a very limited basis upon which prospective investors may evaluate the Company's ability to achieve its stated business objective. Investors are referred to the Risk Factors set out in the Prospectus for further details.

Important Notice

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities. Copies of the prospectus and the agency agreement pursuant to which the Offering has been made are available under the Company’s profile on SEDAR at www.sedar.com.

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. 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 exercise of the Over-Allotment Option and the Company’s intended investment strategy.

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, intention of the Agents to exercise the Over-Allotment Option, the timing upon which the Subordinate Voting Shares and Founder Warrants begin trading on the TSX 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. The TSX accepts no responsibility for the adequacy or accuracy of this release.