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TORONTO, CANADA, June 16, 2021 - Stack Capital Group Inc., ("Stack Capital") (TSX: STCK and STCK.WT) is pleased to announce that it has closed its previously announced public offering (the "Offering") of 8,335,000 units of Stack Capital ("Units") at a price of $12.00 per Unit (the "Offering Price") for aggregate gross proceeds of $100,020,000. Each Unit consists of one common share (a "Common Share") in the capital of Stack Capital and one-half of a Common Share purchase warrant (an "IPO Warrant"). 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 (the "Closing"). The Units immediately separated into Common Shares and IPO Warrants upon issuance. The Units were issued pursuant to Stack Capital's prospectus dated June 9, 2021 (the "Prospectus").
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. Stack Capital granted the Agents an over-allotment option, exercisable in whole or in part at any time for a period of 30 days after the Closing, to purchase up to an additional 15% of the aggregate number of Units (or Common Shares and/or IPO Warrants comprising such Units) issued at Closing pursuant to the Offering to cover over-allotments, if any, and for market stabilization purposes.
Concurrent with the Closing, certain directors and officers of the Manager (the "Management Investors") purchased an aggregate of 583,334 Units, for total gross proceeds of $7,000,008, on a non-brokered, private placement basis at the Offering Price (the "Management Investment"). As part of the terms of the Management Investment, each Management Investor agreed to a five-year voluntary lock-up and will retain all of the Units acquired in the Offering and the Management Investment during such period, subject to certain customary exceptions.
The combined gross proceeds of the Offering and the Management Investment was $107,020,008.
The Common Shares and the IPO Warrants will begin trading on the Toronto Stock Exchange ("TSX") as of today's market opening under the symbols "STCK" and "STCK.WT", respectively. As Stack Capital does not meet the original listing requirements of the TSX set out in Section 309(a) of the TSX Company Manual, the TSX has exercised its discretion to waive the requirements for historical earnings and pre-tax cash flow, and has agreed to list Stack Capital pursuant to the TSX Sandbox. 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 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.
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. Its business objective is to maximize its long-term capital appreciation by seeking to achieve superior risk-adjusted investment performance. Stack Capital intends to invest in equity, debt and/or other securities of growth to late stage private businesses ("Portfolio Companies") in furtherance of Stack Capital's business objective, with such investment tailored to the specific needs and opportunities of the Portfolio Company. 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 exercise of the over-allotment option by the Agents; 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 intention of the Agents to exercise the over-allotment option, the timing upon which the Common Shares and IPO Warrants begin trading on the TSX and 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.
For more information please contact:
VP, Corporate Development and Investor Relations
647.280.3307 or firstname.lastname@example.org