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Exchange Bulletin

Alignvest Acquisition II Corporation (AQY.A, AQY.WT) To Trade On Toronto Stock Exchange


June 29, 2017

Issuer: Alignvest Acquisition II Corporation (the "Company")

Old SecurityOld SymbolNew SecuritiesNew SymbolsNew CUSIPS
Class A Restricted Voting Units AQY.UN Class A Restricted Voting Shares AQY.A 01626A 10 9
Class A Restricted Voting Units AQY.UN Warrants AQY.WT 01626A 11 7
Transaction: Separation of Class A Restricted Voting Units
Number of new securities issued and outstanding: 40,250,000 Class A Restricted Voting Shares
31,175,000 Warrants
Number of new securities reserved for issuance: 59,129,159 Class A Restricted Voting Shares
Listing and posted for trading date (New Securities): July 4, 2017 (at the opening)
Delisting date (Old Security): July 4, 2017 (at the opening)
Trading currency: CDN$
Registered Market maker: TD Securities Inc.
Security ownership registration: Non-certificated inventory system of CDS
Offering document: Final prospectus dated May 18, 2017 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein area as defined in the offering document.

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 and any proposed extension to the Permitted Timeline).
Redemption on qualifying acquisition: In conjunction with the shareholders meeting to be held to vote on whether the Company proceeds with the 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 escrow account including any interest and other amounts earned thereon (estimated to be approximately $10.11 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 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 listed.

Principal Terms of the Warrants:

Exercise price: Each Warrant entitles the holder to purchase one Class A Restricted Voting Share. The Warrants will become exercisable, at an exercise price of $11.50 per share, only commencing 30 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 2017-0466 dated May 23, 2017.
TSX contact: Julie K. Shin,
Director, Listed Issuer Services,
Toronto Stock Exchange.