Magnetic North Acquisition Corp. Announces Series A Preferred Shares to List on TSX Venture Exchange
04 Novembre 2020 - 1:36AM
Magnetic North Acquisition Corp. (TSXV: MNC)
(“
Magnetic North” or the
“
Company”) is pleased to announce that the TSX
Venture Exchange (“
TSXV”) has approved to list the
Company’s Series A Preferred Shares (the “
Series A
Preferred Shares”) for trading. Magnetic North
anticipates trading to commence on November 6, 2020 under the
symbol “MNC.PR.A”
The Series A Preferred Shares are a
participating preferred share and holders will receive quarterly
dividends subject to the approval and at the discretion of the
board of directors of the Corporation. The Series A Preferred
Shares are priced at $10.00 per share. The Series A Preferred
Shares are not redeemable until March 31, 2026 and are considered
to be equity and not debt. Magnetic North considers the Series A
Preferred Shares to be permanent capital and has no plans to redeem
once the redemption anniversary has been reached. The holders of
Series A Preferred Shares are entitled to receive 50% of any
capital gains received by the Company in the event of the sale or
other form of disposition of an investee company and to receive 50%
of the proceeds received by the Company in respect of any dividend
payment, special distribution or similar distribution to the
Company by an investee company. The holders of Series A Preferred
Shares shall, with respect to liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary, or any
other distribution of the assets of the Company among its
shareholders for the purpose of winding up its affairs, be entitled
to preference over the holders of common shares of the Company.
The TSXV has requested certain amendments to
terms of the articles related to the Series A Preferred Shares (the
“Proposed Amendments”). The Proposed Amendments
only serve to clarify the Company’s current treatment and payment
of dividend entitlements; therefore, the Company intends to afford
holders the rights provided for under the Proposed Amendments prior
to being approved by the Series A Preferred Share holders given
that the treatment of dividend entitlements by the Company will
remain the same.
The Company has called an annual general and
special meeting of common shareholders and a special meeting of
Series A Preferred Share holders each for November 10, 2020 to seek
approval for the Proposed Amendments. Magnetic North has received
to date shareholder support agreements in favour representing
approximately 71% of the outstanding Series A Preferred Shares as
of the record date of the meeting.
Currently, the Company has issued an aggregate
total of 1,607,663 Series A Preferred Shares, of which
approximately: (i) 133,500 are held by insiders of the Company and
their affiliates; (ii) 85,000 are held in escrow; and (iii)
1,000,497 are subject to a four month hold period under applicable
securities laws.
The Series A Preferred Shares are offered and
sold in Canadian jurisdictions to "accredited investors" pursuant
to the exemption from the prospectus requirement under Section 2.3
of National Instrument 45-106 – Prospectus Exemptions and such
other exemptions from the prospectus requirements and subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals including the approval of the
TSXV.
About Magnetic North Acquisition Corp.
Magnetic North invests and manages businesses on
behalf of its shareholders and believes that capital alone does not
always lead to success. With offices in Calgary and Toronto, our
experienced management team applies its considerable management,
operations and capital markets expertise to ensure its investee
companies are as successful as possible for shareholders. Magnetic
North shares trade on the TSX Venture Exchange under the stock
symbol MNC. For more information about Magnetic North, visit its
website at www.magneticnac.com. Magnetic North’s securities filings
can also be accessed at www.sedar.com.
For further information, please contact:
Graeme Dick |
Stephen McCormick |
Investor Relations |
VP, Capital Markets |
403-561-8989 |
403-619-6898 |
graeme@colwellcapital.com |
stephen@magneticnac.com |
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
CAUTIONARY STATEMENT REGARDING FORWARD
LOOKING INFORMATION
Certain statements in this news release are
“forward-looking statements”, which reflect current expectations of
the management of Magnetic North regarding future events or
Magnetic North's future performance. All statements other than
statements of historical fact contained in this news release may
be forward-looking statements. In particular, forward-looking
information and statements herein include, but are not limited to,
the listing of the Series A Preferred Shares on the TSXV and
shareholder approval of the Proposed Amendments. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in the
forward-looking statements. Magnetic North believes that the
expectations reflected in such forward-looking statements are
reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements should
not be unduly relied upon. The forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
The forward-looking statements are made as of the date of this
news release and Magnetic North assumes no obligation to update or
revise them to reflect new events or circumstances, except as
expressly required by applicable securities law. Further
information regarding risks and uncertainties relating to Magnetic
North and its securities can be found in the disclosure documents
filed by Magnetic North with the securities regulatory authorities,
available at www.sedar.com.
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