(TheNewswire)
TORONTO, ONTARIO – TheNewswire - May 31, 2022 – AMG Acquisition Corp. (TSXV:AMG.P) (the "Company") is pleased to announce that it has completed its initial public offering (the "Offering")in British Columbia and Alberta of 2,550,000 common shares (the "Common Shares") in the capital of the Company at a price of $0.10 per Common Share for gross proceeds of $255,000. Following the closing of the Offering today, a total of 7,800,120 Common Shares were issued and outstanding, of which, 3,200,020 are currently held in escrow pursuant to the policies of the TSX Venture Exchange (the "TSXV").
The net proceeds of the Offering, together with the proceeds from prior sales of Common Shares will be used by the Company to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the capital pool company program of the TSXV.
PI Financial Corp. (the "Agent") acted as agent for the Offering. In connection with the Offering, the Company paid to the Agent a cash commission of $25,500, equal to 10.0% of the aggregate gross proceeds of the Offering and granted to the Agent and its sub-agents 255,000 non-transferrable share purchase warrants (the "Agent's Warrants"), equal to 10.0% of the number of Common Shares delivered by the Agent pursuant to the Offering. Each Agent Warrant entitles the holder thereof to acquire one Common Share at a price of $0.10 per Common Share for a period of 5 years from the date the Common Shares are listed on the TSXV.
At the closing of the Offering, the Company also granted stock options (the "Options")to directors and officers of the Company to acquire up to an aggregate of 780,012 Common Shares exercisable at a price of $0.10 per Common Share until May 31, 2032. Following closing of the Offering, all of the 780,012 Options issued and outstanding will be deposited in escrow pursuant to the policies of the TSXV.
The current directors and officers of the Company are: Steven Pearce, Chief Executive Officer and Director; Konstantin Lichtenwald, Chief Financial Officer, Secretary, and Director; Clarke Barlow, Director; Michael Edwards, Director; and Heidi Gutte, Director.
The Common Shares will commence trading on the TSXV under the stock symbol "AMG.P" on June 2, 2022.
In addition, Mr. Steven Pearce, the Chief Executive Officer and a director of the Company, announces that he has filed an early warning report announcing that on May 31, 2022, on closing of the Offering, the Company granted to Mr. Pearce199,130 Options to acquire 199,130 Common Shares.
Prior to the closing of the Offering, Mr. Pearce owned and controlled 966,680Common Shares representing approximately 18.41% of the outstanding Common Shares on a non-diluted basis. Following closing of the Offering and this grant of Options, Mr. Pearce now owns and controls 966,680Common Shares and 199,130Options to acquire 199,130 Common Shares, representing approximately 12.39% of the outstanding Common Shares on a non-diluted basis and approximately 14.57% on a partially diluted basis assuming the exercise of all Options.
Closing of the Offering resulted in a partially diluted ownership change of greater than 2% and the filing of an early warning report for Mr. Pearce.
The securities noted above are held for investment purposes. Mr. Pearce has a long-term view of the investment and may acquire additional securities of the Company either on the open market or through private acquisitions or sell the securities on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning reports with respect to the foregoing will appear on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
For further information please see the prospectus of the Company dated March 18, 2022 filed on SEDAR or contact:
Konstantin Lichtenwald, Chief Financial Officer at +1 (604) 609-6189 orinfo@zeuscapital.ca.
This news release does not constitute an offer or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice Regarding Forward Looking Information
Certain information set forth in this press release may contain forward-looking information that involves substantial known and unknown risks and uncertainties, including the use of proceeds of the Offering. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions, and dependence upon regulatory approvals (both in Canada and internationally). Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events, or otherwise, except as may be required by applicable securities law.
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