NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
TORONTO, Oct. 18, 2019 (GLOBE NEWSWIRE) — FAX Capital Corp. (the Company) (CSE: FXC) is pleased to announce that it has filed and obtained a receipt for its final prospectus (the Final Prospectus) in connection with the Company’s previously announced proposed public offering (the Offering) of up to 33,333,333 units of the Company (Units) at a price of $4.50 per Unit (the Offering Price). Each Unit consists of one subordinate voting share of the Company (a Subordinate Voting Shares) and a Subordinate Voting Share purchase warrant (a Founder Warrant). Each Founder Warrant will entitle the holder to acquire, subject to adjustment, one Subordinate Voting Share at an exercise price equal to $4.50. The pricing reflects the consolidation of the outstanding Subordinate Voting Shares and multiple voting shares of the Company (the Multiple Voting Shares) on the basis of one post-consolidation share for each five pre-consolidation Subordinate Voting Shares or Multiple Voting Shares, respectively, which will occur on the business day prior to closing of the Offering.
The Offering is being conducted on a best efforts basis by 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 to purchase up to an additional 15% of the aggregate number of Units issued at closing pursuant to the Offering to cover over-allotments, if any, and for market stabilization purposes.
The Company has received conditional approval for the listing of its Subordinate Voting Shares and the Founder Warrants (including the Subordinate Voting Shares issuable upon the exercise of the Founder Warrants) on each of the Toronto Stock Exchange (the TSX), pursuant to the TSX Sandbox requirements and otherwise subject to a $50 million minimum offering, and the TSX Venture Exchange (the TSXV) on customary terms and conditions. The Company intends to list on the TSX if gross proceeds of the Offering exceed $50 million and otherwise it will list on the TSXV.
Certain directors and senior officers of the Company (including Blair Driscoll, the Company’s Chief Executive Officer) are expected to participate in the Offering and to collectively subscribe for up to 555,556 Units.
Closing of the Offering and commencement of trading of the Subordinate Voting Shares and the Founder Warrants on the applicable stock exchange is expected to occur in mid-November 2019, subject to customary closing conditions and the fulfillment of the listing conditions of the TSX or the TSXV, as applicable, as well as the closing of the previously announced private placement to Fax Investments Inc., the principal shareholder and a promoter of the Company, of Multiple Voting Shares of the Company at the Offering Price (the Substantial Equity Investment).
Important NoticeThe Final 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.None of the Units, the 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:
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