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Exchange Bulletin

Bespoke Capital Acquisition Corp. (BC.U, BC.WT.U) To Trade On Toronto Stock Exchange


September 20, 2019

Issuer: Bespoke Capital Acquisition Corp. (the "Company")

Old Security Old Symbol New Securities New Symbols
Class A Restricted Voting Units BC.V Class A Restricted Voting Shares BC.U
Warrants BC.WT.U
Transaction: Separation of Class A Restricted Voting Units
Number of new securities issued and outstanding: 36,000,000 Class A Restricted Voting Shares 30,000,000 Warrants
Number of new securities reserved for issuance: 36,375,000 Class A Restricted Voting Shares
Listing and posted for trading date (New Securities): September 24, 2019 (at the opening)
Delisting date (Old Security): September 24, 2019 (at the opening)
Trading currency: US$
Registered Market maker: Virtu Financial Canada ULC
Security ownership registration: Non-certificated inventory system of CDS
Offering document: Final prospectus dated August 8, 2019 (the "Prospectus") which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein area as defined in the Prospectus.

Principal Terms of the Class A Restricted Voting Shares:

Voting rights: Not entitled to vote at meetings held to consider the election and/or removal of directors and auditors. Entitled to vote on and receive notice of shareholder meeting on all other matters requiring shareholder approval (including the proposed qualifying acquisition, if required under applicable law, and any proposed extension to the Permitted Timeline). As 100% of the Gross Proceeds and any additional equity raised pursuant to a rights offering (if applicable) will be held in escrow, shareholder approval of the qualifying acquisition is not required by the Exchange rules. As such, unless shareholder approval is otherwise required under applicable law, the Company will: (i) prepare and file with applicable securities regulatory authorities, a prospectus containing disclosure regarding the Company and the qualifying acquisition and make the final prospectus publicly available at least 21 days prior to the deadline for redemption, (ii) mail a notice of redemption to holders of Class A Restricted Voting Shares and (iii) deliver the prospectus to holders of Class A Restricted Voting Shares no later than midnight (Toronto time) on the second business day prior to the deadline for redemption (together, the "Qualifying Acquisition Redemption Notice"), which delivery may be effected electronically in compliance with NP 11-201.
Redemption on qualifying acquisition: Pursuant to the Qualifying Acquisition Redemption Notice, the Company will provide holders of the Class A Restricted Voting Shares with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, for an amount per share, payable in cash, equal to the pro-rata portion of the escrow account including any interest and other amounts earned thereon, less certain amounts and subject to certain restrictions as more fully disclosed in the Prospectus. Notwithstanding the foregoing redemption right, each holder of Class A Restricted Voting Shares, together with any affiliate of such holder or other person with whom such holder or affiliate is acting jointly or in concert, will not be permitted to redeem more than an aggregate of 15% of the number of Class A Restricted Voting Shares issued and outstanding.
Redemption if no qualifying acquisition: If the Company is unable to consummate the qualifying acquisition within the Permitted Timeline, it will be required to redeem as promptly as reasonably possible, for an amount per share, payable in cash, equal to the pro-rata portion of the escrow account including any interest and other amounts earned thereon, less certain amounts as more fully disclosed in the Prospectus.
Conversion: Upon closing of a qualifying acquisition, each Class A Restricted Voting Share will, unless previously redeemed, be automatically converted into one Common Share, at which time the Class A Restricted Voting Shares will be delisted and the Common Shares will be listed.

Principal Terms of the Warrants:

Exercise price: Each whole Warrant entitles the holder to purchase one Class A Restricted Voting Share. The Warrants will become exercisable, at an exercise price of US$11.50 per share, only commencing 65 days after the completion of the qualifying acquisition. As the Class A Restricted Voting Shares will have been automatically converted into Common Shares, each whole Warrant will then be exercisable for one Common Share.
Expiry: 5:00 p.m. (Toronto time) on the day that is five years after the completion of the qualifying acquisition, subject to an acceleration clause.
Other Information: TSX bulletin 2019-0584 dated August 13, 2019.
TSX contact: Chris Birkett, Director, Toronto Stock Exchange.