Exchange Bulletin

Canaccord Genuity Growth II Corp. (CGGZ.UN) To Trade On Toronto Stock Exchange

January 28, 2021
Issuer: Canaccord Genuity Growth II Corp. (the "Company")
Security: Class A Restricted Voting Units (the "Units"). Each Unit consists of one Class A Restricted Voting Share (the "Class A Share") and one-half of a warrant (the "Warrant"). Prior to any Qualifying Acquisition (as such term is defined below), the Class A Shares and Warrants will trade as a Unit and may only be redeemed as a Unit.
Symbol(s): CGGZ.UN
Number of securities issued and outstanding: 33,350,000
Number of securities reserved for issuance: 0
Listing category: Special Purpose Acquisition Corporation, Non-Exempt
Trading currency: CDN$
Listing and posted for trading date: February 1, 2021 (at the opening)
Other market(s): The Units of the Company have been listed on the Neo Exchange (the "NEO") since April 5, 2019 under the symbol "CGGZ.UN".
Temporary market maker: Independent Trading Group (ITG) Inc.
Investor relations: Daniel Chung
Chief Financial Officer

-and -

D'Arcy Doherty
Corporate Secretary
Incorporation: Business Corporations Act (British Columbia)
Fiscal year end: December 31
Nature of business: The Company is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia 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").
Transfer agent and registrar: Odyssey Trust Company at its principal offices in Calgary and Vancouver.

Principal Terms of the Class A Shares

Voting rights of the Class A Shares: Not entitled to vote at, or receive notice of, or meeting materials in connection with, meetings held only to consider the election and/or removal of directors and auditors. Entitled to vote on, and receive notice of, shareholder meetings on all other matters requiring shareholder approval (including any proposed extension to the allowable time period within which the Company must consummate its Qualifying Acquisition (the "Permitted Timeline")). Not entitled to vote on the Qualifying Acquisition.
Redemption on Qualifying Acquisition: The Company will provide holders of the Units with the opportunity to redeem all or a portion of their Units, 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 (estimated to be approximately $3.03 per share), less certain amounts and subject to certain restrictions as more fully disclosed in the Prospectus.
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, on an automatic redemption, for an amount per Unit, 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, unless previously redeemed, each Unit will automatically be converted into one Common Share, and the Common Shares and the Warrants will separate. The Units will thereafter be delisted and the Common Shares and Warrants listed.
Dividends: The Company does not currently anticipate paying dividends prior to the completion of the Qualifying Acquisition.

Principal Terms of the Warrants

Exercise Price: Each 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 common share). The Warrants will become exercisable, at an exercise price of $3.45 per share, only commencing 65 days after the completion of the Qualifying Acquisition.
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 or may expire earlier if a Qualifying Acquisition does not occur within the Permitted Timeline.
Sponsorship: Waived.
Disclosure document: Annual Information Form dated March 25, 2020.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange.