FGAA.WT.U FG Acquisition Corp

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, June 8, 2023 /CNW/ - FG ACQUISITION CORP. (TSX: FGAA.U) (TSX: FGAA.WT.U) (the "Corporation") announced today that it has mailed the notice of meeting, management information circular (the "Circular") and form of proxy (the "Meeting Materials") in connection with a special meeting of the shareholders of the Corporation to be held virtually at 12:00 pm (Toronto time) on Thursday, June 29, 2023 (the "Meeting"). The Meeting is being held in connection with the Corporation's proposed qualifying acquisition with Think Financial Group Holdings Limited (the "Qualifying Acquisition"). Copies of the Meeting Materials have been filed under the Corporation's SEDAR profile at www.sedar.com.

At the Meeting, holders of the Class A restricted voting shares (the "Class A Restricted Voting Shares") and the Class B shares of the Corporation (together, the "Shareholders") will vote on resolutions to (a) amend the Notice of Articles and Articles of the Corporation, in one or more amendments, to: (i) provide that the Class B Shares automatically convert into common shares, rather than proportionate voting shares, upon closing of the Qualifying Acquisition; (ii) create a class of preferred shares, issuable in series; and (iii) remove the Class A Restricted Voting Shares, Class B shares and proportionate voting shares following closing of the Qualifying Acquisition, and (b) authorize the board of directors to adopt an omnibus incentive plan, the full text of which is set out in Appendix A of the Circular. In addition, holders of the Class A Restricted Voting Shares will vote on a resolution to extend the date by which the Corporation has to consummate a qualifying acquisition from July 5, 2023 to July 5, 2024 (the "Extension"), if necessary (the "Extension Resolution").

In connection with the Meeting, the Corporation will provide holders of Class A Restricted Voting Shares with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their shares for redemption prior to the second business day before the date of the Meeting, being June 27, 2023. Holders of Class A Restricted Voting Shares who do not redeem their Class A Restricted Voting Shares in connection with the Extension will retain their redemption rights and have a further opportunity to redeem in connection with the closing of the Qualifying Acquisition.

Holders of Class A Restricted Voting Shares whose Class A Restricted Voting Shares are held through an intermediary may have earlier deadlines for depositing their Class A Restricted Voting Shares pursuant to the redemption right. If the deadline for depositing such shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such holder's Class A Restricted Voting Shares may not be eligible for redemption.

Additional important information for Shareholders relating to, among other things, the business of the Meeting, background of the Meeting, redemption rights (with respect to holders of the Class A Restricted Voting Shares), voting procedures, the appointment and registration of proxyholders and how to attend and participate at the Meeting are set out in the Meeting Materials. Shareholders should read such materials carefully.

FG Acquisition Corp. is a special purpose acquisition company incorporated under the laws of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation. Kyle Cerminara serves as Chairman, Larry Swets, Jr. serves as Director and Chief Executive Officer, and Hassan R. Baqar serves as Director and Chief Financial Officer of the Corporation. In addition, Robert I. Kauffman, a former co-founder and Principal of Fortress Investment Group, serves as a Senior Advisor to the Corporation. The Corporation received US$115 million of proceeds from its initial public offering which was completed on April 5, 2022 and the closing of the over-allotment option granted in connection with such initial public offering which was completed on April 20, 2022. The gross proceeds of the offering were placed in an escrow account with TSX Trust Company immediately thereafter and will be released upon consummation of the Qualifying Acquisition in accordance with the terms and conditions of the escrow agreement.

This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events. Forward–looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward–looking information. The Corporation does not undertake any obligation to update such forward–looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE FG Acquisition Corp.