Exchange Bulletin

Gibraltar Growth Corporation (GBG.UN) To Trade On Toronto Stock Exchange


October 1, 2015

Gibraltar Growth Corporation (the “Company”) - An application has been granted for the original listing in the Industrial category of 11,500,000 Class A Restricted Voting Units (the “Class A Restricted Voting Units”), of which 10,000,000 Class A Restricted Voting Units will be issued and outstanding, and 1,500,000 Class A Restricted Voting Units will be reserved for issuance upon completion of an initial public offering (the “Offering”).

Listing of the Class A Restricted Voting Units will become effective at 5:01 p.m. on Thursday, October 1, 2015, in anticipation of the offering closing on Friday, October 2, 2015. The Class A Restricted Voting Units will be posted for trading at the opening on October 2, 2015.

Each Class A Restricted Voting Unit consists of one Class A Restricted Voting Share (the “Class A Restricted Voting Share”) and one share purchase warrant (the “Warrant”). The Class A Restricted Voting Units will separate into Class A Restricted Voting Shares and Warrants 40 days following the closing of the Offering (or the next trading day, if the 40th day is not a trading day). Upon the closing of a Qualifying Acquisition (as such term is defined below), each Class A Restricted Voting Share would, unless previously redeemed, be automatically converted into one Class B Share.

Each whole Warrant entitles the holder to purchase one Class A Share (and upon closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Class B Share). The Warrants will become exercisable, at an exercise price of $11.50 per share, only commencing 30 days after the completion of the Qualifying Acquisition and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of the Qualifying Acquisition or may expire earlier if a qualifying acquisition does not occur within the Permitted Timeline or if the expiry date is accelerated.

Upon separation of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants will be listed on TSX. A further bulletin will be issued confirming the separation date of the Class A Restricted Voting Units and the trading information of the Class A Restricted Voting Shares and Warrants.

Registration of interest in, and transfer of, the Class A Restricted Voting Units held through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee will be made electronically through the non-certificated inventory (NCI) system of CDS. Class A Restricted Voting Units registered in the name of CDS or its nominee will be deposited electronically with CDS on an NCI basis on the closing of the Offering. A purchaser of Class A Restricted Voting Units, subject to certain exceptions, will receive only a customer confirmation from the registered dealer through which the Class A Restricted Voting Units are purchased.

Additional information on the Class A Restricted Voting Units, the Class A Restricted Voting Shares, Class B Shares and the Warrants can be found in the Company’s final prospectus dated September 25, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

 

Stock Symbol: "GBG.UN" CUSIP: 374667202 Currency: CDN$

 

Temporary Market Maker: Questrade Inc.
Other Markets: None
Head Office Address: 130 Adelaide Street West
17th Floor
Toronto, Ontario M5H 3P5
Telephone Number: (416) 583-1692
Email Address: jeremy@gibraltarcompany.ca
Website: www.gibraltarcompany.ca
Investor Relations: Jeremy Stepak
Tel: (416) 583-1692
jeremy@gibraltarcompany.ca
Chief Financial Officer & Corporate Secretary: Jeremy Stepak
Incorporation: The Company was incorporated under the Business Corporations Act on June 11, 2015.
Fiscal Year End: December 31
Nature of Business: The Company is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase reorganization, or any other similar business combination involving the Company (the “Qualifying Acquisition”). The Company has not identified any Qualifying Acquisition target. The Company is not limited to a particular industry or geographic region for purposes of completing their Qualifying Acquisition however, the Company intends to focus its search on North America consumer-facing business opportunities with an enterprise value of up to $750 million.
Transfer Agent & Registrar: Equity Financial Trust Company at its principal offices in Toronto.
Distributions: The Company does not anticipate making regular distributions on the Class A Restricted Voting Units.
Sponsorship: Waived
Initial Public Offering: Pursuant to the terms of the Prospectus, CIBC World Markets Inc., TD Securities Inc., Cantor Fitzgerald & Co. and National Bank Financial Inc. as underwriters, are offering to the public 10,000,000 Class A Restricted Voting Units from treasury at a price of $10.00 per Class A Restricted Voting Unit. In addition, the underwriters have been granted an over-allotment option to purchase up to an additional 1,500,000 Class A Restricted Voting Units from the treasury at a price of $10.00 per Class A Restricted Voting Unit.