Exchange Bulletin
Taiga Motors Corporation (TAIG, TAIG.WT) To Trade On Toronto Stock Exchange
April 21, 2021
Issuer: Canaccord Genuity Growth II Corp. ("CGGZ")
Resulting issuer: Taiga Motors Corporation ("Taiga")
| Old Security | Old Symbol | New Securities | New Symbols |
|---|---|---|---|
| Class A restricted voting units (the "Class A Units") | CGGZ.UN | Common shares (the "Common Shares") | TAIG |
| Class A restricted voting units (the "Class A Units") | CGGZ.UN | Common Share purchase warrants (the "Warrants") | TAIG.WT |
| Transaction: | Further to TSX Bulletins 2021-0298 dated March 17, 2021, and 2021-0370 dated April 9, 2021, the merger transaction of CGGZ with Taiga Motors Inc. by way of a three-cornered amalgamation (the "Merger") has become effective. As a result of the Merger, Taiga Motors Inc. has become a wholly-owned subsidiary of CGGZ and CGGZ has renamed itself Taiga Motors Corporation. The Merger constitutes the qualifying acquisition of CGGZ under Part X of the TSX Company Manual (the "Qualifying Acquisition"). |
| Consideration and exchange ratio: | Pursuant to the Qualifying Acquisition, each Class A Unit will, unless previously redeemed, be automatically converted into one Common Share and one-half of a Warrant. |
| Common Share Consolidation: | At a special meeting of Shareholders held on March 30, 2021, Shareholders approved the consolidation of the Common Shares on the basis of one post-consolidation Common Share for each five pre-consolidation Common Shares (the "Common Share Consolidation"). No fractional Common Shares are being issued as a result of the Common Share Consolidation. If, as a result of the Common Share Consolidation, a Shareholder would otherwise be entitled to a fraction of a post-consolidated Common Share, the number of post-consolidated Common Shares issuable to such Shareholder shall be rounded to the nearest whole number. The Common Share Consolidation became effective at the closing of the Qualifying Acquisition. |
| Number of securities issued and outstanding on a post‑Common Share Consolidation and post‑Warrant Consolidation basis: |
30,803,284 Common Shares and 1,794,385 Warrants |
| Number of securities reserved for issuance on a post-Common Share Consolidation basis: | 6,774,324 Common Shares |
| Closing date of the Qualifying Acquisition: | April 21, 2021 |
| Listing and posted for trading date for New Securities: | April 23, 2021 (at the opening), not subject to the occurrence of a closing |
| Halt and delisting date for Old Security: | Halted April 23, 2021 (at the opening) and delisting April 23, 2021 (at the close) |
| Listing category: | Industrial, non-exempt issuer |
| Trading currency: | CDN$ |
| Other market(s): | None |
| Designated market maker: | RBC Capital Markets |
| Transfer agent and registrar: | Odyssey Trust Company at its principal offices in Calgary and Vancouver |
| Security ownership registration: | Uncertificated Issue - Non-Certificated Inventory |
| Exchange procedure: | As the Class A Units trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Units need not take any action in order to receive the Common Shares and Warrants to which they are entitled. |
| Investor relations: | Tom Colton, Investor Relations Manager (949) 574-3860 Email: taiga@gateway.ir.com - or - Samuel Bruneau, Chief Executive Officer (514) 516-1744 Email: samuel.bruneau@taigamotors.ca |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | December 31 |
| Nature of business: | Taiga is a manufacturer of all-electric off-road powersports vehicles. |
| Dividends: | Taiga does not intend to pay any dividends to holders of its Common Shares for the foreseeable future. |
| Sponsorship: | Waived |
| Disclosure documents: | Management information circular dated February 26, 2021 and prospectus dated March 26, 2021, which are available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure documents. |
Principal terms of the Warrants
| Warrant Consolidation: | At an extraordinary meeting of Warrantholders held on March 30, 2021, Warrantholders approved a resolution authorizing CGGZ to enter into a Supplemental Warrant Agreement to provide for a corresponding adjustment in the number of Warrants held by a Warrantholder in the event of any adjustment in the number of Common Shares purchasable upon the exercise of a Warrant. In the context of the Common Share Consolidation, the Supplemental Warrant Agreement provides for the consolidation of the Warrants on the basis of one post-consolidation Warrant for each five pre-consolidation Warrants (the "Warrant Consolidation''). No fractional Warrants are being issued as a result of the Warrant Consolidation. If, as a result of the Warrant Consolidation, a Warrantholder would otherwise be entitled to a fraction of a post-consolidated Warrant, the number of post-consolidated Warrants issuable to such Warrantholder shall be rounded to the nearest whole number. The Warrant Consolidation became effective at the closing of the Qualifying Acquisition. |
| Exercise price: | Each whole Warrant is exercisable for one Common Share at an exercise price of $17.25 per Common Share |
| Expiry: | The Warrants will expire at 5:00 p.m. (Toronto time) on April 21, 2026 (the day that is five years following closing of the Qualifying Acquisition) or may expire earlier if the expiry date is accelerated. Once the Warrants become exercisable, Taiga may accelerate the expiry date of the outstanding Warrants by providing 30 days' notice if, and only if, the closing price of the Common Shares equals or exceeds $36.00 per Common Share (as adjusted) for any 20 trading days within a 30-trading day period, in which case the expiry date shall be the date which is 30 days following the date on which such notice is provided. |
| Additional information: | As a result of the completion of the Qualifying Acquisition, and the effectiveness of the Common Share Consolidation and Warrant Consolidation, each listed Warrant will be exercisable for one Common Share commencing 65 days following closing of the Qualifying Acquisition. The Warrants are governed by the terms of the Warrant Agreement dated April 5, 2019 between CGGZ and Odyssey Trust Company, as supplemented by the Supplemental Warrant Agreement dated April 21, 2021. The Warrant Agreement provides for appropriate adjustments to the rights of Warrantholders in the event of stock splits or combinations, stock dividends, Extraordinary Dividends, reorganizations and recapitalizations. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |