Exchange Bulletin
Algoma Steel Group Inc. (ASTL, ASTL.WT) To Trade On Toronto Stock Exchange
October 18, 2021
Issuer: Algoma Steel Group Inc. (the "Company")
| Security: | Symbol | Issued and Outstanding Securities | Reserved Securities | Trading Currency |
|---|---|---|---|---|
| Common Shares | ASTL | 112,074,095 | 73,760,491 | CDN$ |
| Common Share Purchase Warrants ("Warrants") | ASTL.WT | 24,179,000 | 0 | CDN$ |
| Listing category: | Industrial, Exempt Issuer |
| Trading currency: | CDN$ |
| Transaction: | On May 24, 2021 the Company, Algoma Merger Sub, Inc. ("Merger Sub"), and Legato Merger Corp. ("Legato") entered into an agreement and plan of merger pursuant to which Merger Sub will merge with and into Legato through a statutory merger under the laws of the State of Delaware, with Legato surviving as a wholly-owned subsidiary of the Company (the "Merger"). Also on May 24, 2021, the Company entered into subscription agreements for the offering on a private placement basis of an aggregate of 10,000,000 Common Shares at a purchase price of US$10.00 per Common Share for an aggregate purchase price of US$100,000,000 (the "PIPE Financing"). The closing of the PIPE Financing is contingent upon, among other customary closing conditions, the concurrent consummation of the Merger. |
| Listing date: | October 19, 2021 (as at 5:01 p.m.) in anticipation of the consummation of the Merger, closing of the PIPE Financing, and obtaining the receipt of the Ontario Securities Commission ("OSC") for the non-offering prospectus of the Company (the "Canadian Prospectus"). |
| Anticipated closing date: | October 19, 2021 |
| Posted for trading date: | October 20, 2021 (at the opening), subject to the Merger becoming effective, closing of the PIPE Financing, and obtaining the receipt of the OSC for the Canadian Prospectus. |
| Other market(s): | The Common Shares and Warrants will also be listed on The Nasdaq Stock Market and posted for trading under the symbols "ASTL" and "ASTLW", respectively. |
| Temporary market maker: | W.D. Latimer Co. Ltd. |
| Security ownership registration: | Non-certificated inventory system administered by CDS for the Common Shares and Warrants. |
| Investor relations: | Michael Moraca Director, Treasury 705-297-1324 Email: michaelmoraca@algoma.com |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | March 31 |
| Nature of business: | The Company is a fully integrated steel producer of hot and cold rolled steel products including sheet and plate. |
| Transfer agent and registrar: | TSX Trust Company in Canada at its principal office in Toronto and Continental Stock Transfer & Trust Company in the United States. |
| Dividends: | The Company has not paid any dividends to its shareholders. Following the completion of the Merger, the Company's board of directors will consider whether or not to institute a dividend policy. |
| Sponsorship: | Not applicable. |
Principal Terms of the Warrants
| Symbol: | ASTL.WT |
| Exercise: | Each whole Warrant will entitle its holder to purchase one Common Share at an exercise price of US$11.50 per Common Share and will become exercisable 30 days following the consummation of the Merger. |
| Expiry: | 5:00 p.m. (New York City time) on October 19, 2026, namely the day that is five years after the consummation of the Merger. At the option of the Company, the Warrants may be redeemed at a price of US$0.01 per Warrant, provided that the last sale price of the Common Shares equals or exceeds US$18.00 per Common Share on each of the twenty trading days within any thirty trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given by the Company. |
| Warrant Agent: | Continental Stock Transfer & Trust Company, as warrant agent, at its principal office in New York, New York, and TSX Trust Company, as Canadian co-warrant agent, at its principal office in Toronto. |
| Disclosure documents: | Registration statement on Form F-4 which was declared effective on September 23, 2021 and is available at www.EDGAR.com. The Canadian Prospectus is expected to be dated October 19, 2021 and be available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure documents. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange. |