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TORONTO, July 7, 2021 /CNW/ - Stack Capital Group Inc.
("Stack Capital") (TSX: STCK) (TSX: STCK.WT) announced today that
Stack Capital has issued an additional 175,000 common shares (the
"Common Shares") and 454,000 Common Share purchase warrants
(the "IPO Warrants") of Stack Capital pursuant to the partial
exercise of the over-allotment option granted to a syndicate of
agents in connection with Stack Capital's recent initial public
offering (the "Offering") of units ("Units") of Stack Capital which
closed on June 16, 2021. Each IPO
Warrant entitles the holder to acquire, subject to adjustment in
certain circumstances, one Common Share at an exercise price per
share of $15.00, at any time prior to
4:00 p.m. (Toronto, Ontario time) on June 16, 2024, the date that is three years
following the closing of the Offering.
Pursuant to the partial exercise of the over-allotment option,
the agents purchased an additional 175,000 Common Shares at a price
of $11.20 per Common Share and an
additional 454,000 IPO Warrants at a price of $1.60 per IPO Warrant, for total gross proceeds
of $2,686,400. The exercise of the
over-allotment option has increased the total gross proceeds of the
Offering and the concurrent management investment (the "Management
Investment") to $109,706,408.
The Offering was conducted on a best-efforts basis by a
syndicate of agents (the "Agents") bookrun by TD Securities Inc.,
RBC Capital Markets, and Scotiabank pursuant to the terms and
conditions of an agency agreement between Stack Capital, SC
Partners Ltd., the manager of Stack Capital (the "Manager"), and
the Agents.
The Toronto Stock Exchange ("TSX") agreed to list Stack Capital
pursuant to the TSX Sandbox and exercised its discretion to waive
the requirements for historical earnings and pre-tax cash flow as
Stack Capital did not meet the original listing requirements of the
TSX set out in Section 309(a) of the TSX Company Manual. Listing on
the TSX was subject to Stack Capital fulfilling all of the listing
requirements of the TSX (save for those requirements for which an
exemption or waiver was provided through the TSX Sandbox)
including, among other things, raising minimum gross proceeds of
$100 million under the Offering.
Stack Capital will remain listed pursuant to the TSX Sandbox until
such time as it has: (i) deployed 50% of the net proceeds raised
pursuant to the Offering and the Management Investment; and (ii)
publicly filed interim financial statements reflecting a full
quarter of operating history subsequent to listing on the TSX. As
disclosed under "Risk Factors" in Stack Capital's prospectus dated
June 9, 2021 (the "Prospectus"),
Stack Capital lacks an operating history and there is a very
limited basis upon which a potential investor can evaluate Stack
Capital's ability to achieve its stated investment objective.
Investors are referred to the risk factors set out in the
Prospectus for further details.
Important Notice
This press release does not constitute an offer to sell or
the solicitation of an offer to buy the securities. Copies of the
Prospectus and the agency agreement pursuant to which the Offering
has been made may be obtained under Stack Capital's profile on
SEDAR at www.sedar.com.
None of the Units, the Common Shares and the IPO Warrants have
been or will be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or the securities
laws of any state of the United
States. Accordingly, the Units may not be offered, sold or
delivered, directly or indirectly, in the
United States or to United
States persons unless registered under the U.S. Securities
Act and applicable state securities laws, except pursuant to an
exemption from the registration requirements of the U.S. Securities
Act and applicable state securities laws. This press release does
not constitute an offer to sell or a solicitation of an offer to
buy any securities of Stack Capital in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Stack Capital
Stack Capital is a newly formed investment holding
company and its business objective is to
maximize long-term capital
appreciation through investments in equity, debt
and/or other securities of some of the world's most innovative
and disruptive growth to late-stage private businesses
("Portfolio Companies"). Depending on the circumstances of any
particular investment opportunity and subject to compliance with
applicable law, Stack Capital's investment in a Portfolio Company
may range from a minority ownership position to a significant
influence position, including control.
The Manager has taken the initiative in creating Stack Capital.
The Manager acts as Stack Capital's exclusive manager to
source and advise with respect to all investments for Stack
Capital. The Manager also manages such investments and
otherwise directs Stack Capital's affairs and
manages Stack Capital's business.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information. Such
forward-looking statements or information are provided for the
purpose of providing information about management's current
expectations and plans relating to the future. Readers are
cautioned that reliance on such information may not be appropriate
for other purposes. Any such forward-looking information may be
identified by words such as "proposed", "expects", "intends",
"may", "will", and similar expressions. Forward-looking information
contained or referred to in this press release includes, but may
not be limited to, the exit conditions of the TSX Sandbox; and the
business of Stack Capital and the risks associated therewith,
including those identified in the Prospectus under the heading
"Risk Factors".
Forward-looking statements or information are based on a number
of factors and assumptions which have been used to develop such
statements and information, but which may prove to be incorrect.
Although Stack Capital believes that the expectations reflected in
such forward-looking statements or information are reasonable,
undue reliance should not be placed on forward-looking statements
because Stack Capital can give no assurance that such expectations
will prove to be correct. Factors that could cause actual results
to differ materially from those described in such forward-looking
information include, but are not limited to, the ability to
capitalize on investment opportunities. The forward-looking
information in this press release reflects the current
expectations, assumptions and/or beliefs of Stack Capital based on
information currently available to Stack Capital.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, Stack Capital disclaims any intent or obligation
to update any forward-looking information, whether as a result of
new information, future events or results or otherwise. The
forward-looking statements or information contained in this press
release are expressly qualified by this cautionary statement.
SOURCE Stack Capital Group Inc.