Exchange Bulletin
FG Acquisition Corp. (FGAA.U, FGAA.WT.U) To Trade On Toronto Stock Exchange
May 12, 2022
Issuer: FG Acquisition Corp (the "Company")
| Old Security | Old Symbol | New Securities | New Symbols |
|---|---|---|---|
| Class A Restricted Voting Units | FGAA.V | Class A Restricted Voting Shares | FGAA.U |
| Class A Restricted Voting Units | FGAA.V | Warrants | FGAA.WT.U |
| Transaction: | Separation of Class A Restricted Voting Units |
| Number of new securities issued and outstanding: | 11,500,000 Class A Restricted Voting Shares 10,100,000 Warrants |
| Number of new securities reserved for issuance: | 11,600,000 Class A Restricted Voting Shares |
| Listing and posted for trading date (New Securities): | May 16, 2022 (at the opening) |
| Delisting date (Old Security): | May 16, 2022 (at the opening) |
| Trading currency: | US$ |
| Temporary market maker: | W.D. Latimer Co. Ltd. |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Offering document: | Final prospectus dated March 28, 2022 (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: | Prior to the completion of the qualifying acquisition, holders of the Class A Restricted Voting Shares would not be 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. The holders of the Class A Restricted Voting Shares would, however, be entitled to vote on and receive notice of meetings 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) other than the election and/or removal of directors and auditors prior to closing of a qualifying acquisition. In lieu of holding an annual meeting prior to the closing of the qualifying acquisition, the Company is required to provide an annual update on the status of identifying and securing a qualifying acquisition by way of a press release. As 100% of the Gross Proceeds of the Offering and any additional equity raised pursuant to a rights offering will be held by the Escrow Agent in the Share Escrow Account, shareholder approval of the qualifying acquisition is not required pursuant to the Exchange rules. As such, and unless shareholder approval is otherwise required under applicable law, including in the event of an arrangement or amalgamation of the Company, the Company will: (i) prepare and file with applicable securities regulatory authorities a prospectus containing disclosure regarding the Company and its proposed qualifying acquisition; (ii) mail a notice of redemption to the holders of the Class A Restricted Voting Shares and make the final prospectus publicly available at least 21 days prior to the deadline for redemption; and (iii) send by prepaid mail or otherwise deliver the prospectus to the holders of the Class A Restricted Voting Shares no later than midnight (Toronto time) on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with NP 11-201. |
| Redemption on qualifying acquisition: | 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 Share 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: | On or immediately following completion of the qualifying acquisition, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into a 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, 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. The IPO Warrants shall contain a right (the "Warrant Put Rights") to require the Sponsors to acquire such IPO Warrants in connection with a qualifying acquisition or a Winding-Up, for US$1.25 per IPO Warrant. |
| 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. If the expiry date is accelerated, the Company's board of directors will have the option to require all holders that wish to exercise accelerated Warrants to do so, in whole or in part, on a cashless basis. |
| Additional information: | The Class A Restricted Voting Shares and Warrants will be quoted and traded on Toronto Stock Exchange in US funds and trading information regarding the Class A Restricted Voting Shares and Warrants will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Other Information: | TSX bulletin 2022-0271 dated April 1, 2022. |
| TSX contact: | Selma Thaver, Director, TSX Listings |