Exchange Bulletin

Tidewater Renewables Ltd. (LCFS) To Trade On Toronto Stock Exchange

August 11, 2021
Issuer: Tidewater Renewables Ltd. (the "Company")
Security: Common shares
Symbol: LCFS
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of common shares of the Company (the "Shares"), subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's amended and restated preliminary base PREP prospectus dated July 26, 2021 (the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its offering of Shares.
As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Shares will be listed on TSX.
Trading currency: CDN$
Temporary market maker: Citadel Securities Canada ULC
Other markets: None
Settlement: Subject to the closing of the Offering: (i) all trades in "LCFS" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "LCFS" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.
Parties who are entitled to receive Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "LCFS" "if, as and when issued" market.
If and when the Offering closes, there will be no further trading in "LCFS" on an "if, as and when issued" basis and the Shares issued at such closing will trade on a regular settlement basis.
Listing category: Industrial, Non-Exempt
Security ownership registration: Non-certificated inventory system administered by CDS.
Investor relations: Joel Vorra
Chief Financial Officer
(587) 475-0210
Krasen Chervenkov
Executive Vice President, Business Development and Strategy
(403) 200-5674
Incorporation: The Company was incorporated under the Business Corporations Act (Alberta) on May 11, 2021.
Fiscal year end: December 31
Nature of business: The Company intends to focus on the production of low carbon fuels as well as carbon capture through future initiatives. The Company was created in response to the growing demand for renewable fuels in North America and to capitalize on its potential to turn a wide variety of renewable feedstocks (such as tallow, used cooking oil, distillers corn oil, soybean oil, canola oil and other biomasses) into low carbon fuels and intends to pursue this objective through the ownership, development, and operation of clean fuels projects and related infrastructure utilizing existing proven technologies.
Transfer agent and registrar: TSX Trust Company at its principal offices in Calgary and Toronto.
Dividends: The Company does not currently anticipate paying dividends in the near future.
Sponsorship: Waived
Offering document: The Prospectus is available at Capitalized terms not otherwise defined herein are as defined in the Prospectus.
Initial public offering: Based on an expected price between $13.00 and $16.00 per Share, approximately 7.8 million to 9.6 million Shares will be offered for gross proceeds of approximately $125 million. The Company has also granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days after the Closing Date, to purchase up to an additional 15% of the number of Shares sold pursuant to the Offering. The entire net proceeds will be applied towards a portion of the cash component of the purchase price for the Acquired Assets.
The Offering is being underwritten by CIBC World Markets Inc., National Bank Financial Inc., ATB Capital Markets Inc., RBC Dominion Securities Inc., Acumen Capital Finance Partners Limited, Canaccord Genuity Corp., Scotia Capital Inc., Stifel Nicolaus Canada Inc., Tudor, Pickering, Holt & Co. Securities – Canada, ULC, Echelon Wealth Partners Inc., iA Private Wealth Inc., INFOR Financial Inc., and Paradigm Capital Inc.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange