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Exchange Bulletin

ECN Capital Corp. (ECN) To Trade On Toronto Stock Exchange


September 26, 2016
Issuer: ECN Capital Corp. ("ECN Capital")
Security: Common shares
Symbol(s): ECN
When Issued Market - Original Listing: The common shares of ECN Capital (the "ECN Capital Shares") will be posted for trading on a "when issued" basis on September 28, 2016 (at the opening).
Number of securities issued and outstanding: 386,704,197
Number of securities reserved for issuance: 38,670,419
Listing category: Industrial, Exempt
CUSIP: 26829L 10 7
Trading currency: CDN$
Transaction: As described in today's Toronto Stock Exchange ("TSX") Bulletin regarding Element Financial Corporation (Symbol: EFN) ("Element"), holders of common shares of Element (the "Element Shares") of record as of the close of business on Friday, September 30, 2016 (the "Record Date") will receive one ECN Capital Share for each Element Share held, pursuant to a plan of arrangement (the "Arrangement").
Posted for Trading date: September 28, 2016 (at the opening) on a "when issued" basis.
Payable date: Certificates representing ECN Capital Shares will be mailed on or about October 3, 2016 to holders of Element Shares on the Record Date.
Anticipated effective date of Arrangement: October 3, 2016
Other market(s): None
Temporary market maker: Altacorp Capital Inc.
Security ownership registration: CDS book entry only system
Investor relations: John Sadler (416) 646-5689 jsadler@elementcorp.com
Incorporation: Business Corporations Act (Ontario)
Fiscal year end: December 31
Nature of business: ECN Capital will operate Element's existing commercial finance business.
Transfer agent and registrar: Computershare Investor Services Inc. at its principal offices in Toronto.
Dividends: ECN Capital does not anticipate paying cash dividends on its common shares in the near future.
Sponsorship: Not applicable
Settlement of When Issued trading: Subject to the Arrangement approved by the shareholders of Element on September 20, 2016 becoming effective as anticipated on October 3, 2016, all trades from and including September 28, 2016 (at the opening) to and including October 3, 2016 (at the close) will be for special settlement on the date that is the third trading day following the trade date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. Parties who hold Element Shares (or who are entitled to receive Element Shares under a legally binding unconditional contract) may sell, in the market posted for the common shares, up to the number of common shares they would receive on the completion of the Arrangement without being subject to restrictions on short sales. TSX will not be liable directly or indirectly for any loss attributable to the exercise of any of its above-described rights or to the cancellation, settlement or failed settlement of any trade or trades made in the common shares.
Termination of When Issued trading: If the Arrangement becomes effective on October 3, 2016, as is currently anticipated, then: (i) on October 3, 2016 (at the close) trading of the common shares of the Issuer on a "when issued" basis will terminate; and (ii) on October 4, 2016 (at the opening) the common shares of the Issuer will commence trading on a regular basis under the current symbol and CUSIP. If the Arrangement does not become effective, all trades made in the common shares will be cancelled. No securities will be delivered or deliverable and no money will be owed by purchasers to sellers.
Disclosure document: Element's management information circular dated July 28, 2016 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the offering document.
Additional information: See elsewhere in today's TSX Bulletins regarding the distribution of the common shares of ECN Capital and "due bill" trading of the Element Shares and the When Issued Ex-Distribution Element Fleet Market.
TSX contact: Martine Valcin, Director, Listed Issuer Services, Toronto Stock Exchange.