Exchange Bulletin
NextPoint Financial Inc. (NPF.U, NPF.WT.U) To Trade On Toronto Stock Exchange
July 2, 2021
Issuer: NextPoint Acquisition Corp. ("NAC")
Resulting issuer: NextPoint Financial Inc. ("NPF")
| Old Securities | Old Symbol | New Securities | New Symbols |
|---|---|---|---|
| Class A Restricted Voting Shares ("Class A Shares") | NAC.U | Common shares (the "Common Shares") | NPF.U |
| Share purchase warrants ("NAC Warrants") | NAC.WT.U | Share purchase warrants (the "Warrants") | NPF.WT.U |
| Transaction: | Further to TSX Bulletin 2021-0610 dated June 14, 2021, NAC entered into transaction agreements with each of Franchise Group Intermediate L 1, LLC ("Liberty") and LoanMe, Inc. ("LoanMe") pursuant to which NAC acquired all of the equity interests of Liberty and LoanMe (the "Transaction"). As part of the Transaction, NAC changed its name to NextPoint Financial Inc., and the Class A Shares, unless previously redeemed, converted on a one- to-one basis into Common Shares. NPF became successor to NAC under the Warrant Agreement and each outstanding NAC Warrant continues and remains outstanding as a Warrant and entitles the holder to acquire, for payment of the exercise price, one Common Share. The Transaction constitutes NAC's "qualifying acquisition" under Part X of the TSX Company Manual (the "Qualifying Acquisition"). For further information on the Qualifying Acquisition, please see NAC's press release dated July 2, 2021. |
| Number of New Securities issued and outstanding: | 16,538,169 Common Shares and 10,300,000 Warrants |
| Number of New Securities reserved for issuance: | 30,171,512 Common Shares |
| Closing date of the Qualifying Acquisition: | July 2, 2021 |
| Listing and posted for trading date for New Securities: | July 6, 2021 (at the opening) |
| Halt and delisting date for Old Securities: | Halted July 6, 2021 (at the opening) and delisted July 6, 2021 (at the close) |
| Listing category: | Industrial, non-exempt issuer |
| Trading currency: | US$ |
| Other market(s): | None |
| Designated market maker: | National Bank Financial Inc. |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto |
| Security ownership registration: | Uncertificated Issue - Non-Certificated Inventory |
| Exchange procedure: | As the Class A Shares and NAC Warrants trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Shares and NAC Warrants need not take any action in order to receive the Common Shares and Warrants to which they are entitled. |
| Investor relations: | Marc Charbin (416) 467-5229 marc.charbin@loderockadvisors.com -OR- Kieran Lawler (416) 303-0799 kieran.lawler@loderockadvisors.com |
| Incorporation: | Business Corporations Act (British Columbia) on July 16, 2020 |
| Fiscal year end: | December 31 |
| Nature of business: | NPF is a one-stop financial services destination providing financial products and services for consumers and small businesses. |
| Dividends: | NPF does not intend to pay any dividends for the foreseeable future. |
| Sponsorship: | Not applicable |
| Disclosure documents: | The final non-offering long form prospectus of NAC dated June 3, 2021 (the "Prospectus") available at www.sedar.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Additional information: | The securities trading under symbol "NPF.U" and "NPF.WT.U" will be quoted and traded on TSX in US funds and trading information regarding "NPF.U" and "NPF.WT.U" will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Principal terms of the Warrants: | In connection with the Transaction, NPF became successor to NAC under the Warrant Agreement. Each outstanding NAC Warrant continues and remains outstanding as a Warrant and entitles the holder to acquire, for payment of the exercise price, one Common Share. There are otherwise no changes to the terms of the Warrants. As described in TSX bulletin 2020-0717 dated September 17, 2020: each whole Warrant is exercisable for one Common Share at an exercise price of US$11.50 per Common Share and will expire on July 2, 2026 at 5:00 p.m. (Toronto time), being five years after the completion of the Qualifying Acquisition of NAC. The Warrants continue to be governed by the terms of the Warrant Agency Agreement dated August 11, 2020 between NAC and TSX Trust Company available at www.SEDAR.com. As a result of the completion of the Qualifying Acquisition, each listed Warrant will be exercisable for one Common Share commencing 65 days following closing of the Qualifying Acquisition. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |