MNC:TSXV - Announces Trading of Series A Preferred Shares Please contact me should you have any questions.
Graeme
President | Colwell Capital Corp.
Tel: 1-403-561-8989
Email: graeme@colwellcapital.com | L: linkedin.com/in/colwell/ | T: @graeme_dick
____________________________________________
**Not for distribution to United States Newswire Services or release publication, distribution or dissemination, directly or indirectly, in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws**
Magnetic North Acquisition Corp. Announces Series A Preferred Shares to List on TSX Venture Exchange
Calgary, AB and Toronto, ON – November 3, 2020 (GLOBE NEWSWIRE) – 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 Common 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:
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.
This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes the Company’s expected timing for completion of the Offering and the use of proceeds therefrom and the listing of the Series A Preferred Shares on the TSXV.
The Company has made certain material assumptions, including but not limited to assumptions with respect to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; and the ability of the Company to execute and achieve its business objectives to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include but are not limited to: adverse market conditions; reliance on key and qualified personnel; and regulatory and other risks associated with the industries in which the Company's portfolio companies operate, in general. The Company cautions that the foregoing list of material risk factors and assumptions is not exhaustive.
The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.