Exchange Bulletin
Agrinam Acquisition Corporation (AGRI.V) To Trade On Toronto Stock Exchange
June 9, 2022
| Issuer: | Agrinam Acquisition Corporation (the "Company") |
| Security: | Class A Restricted Voting Units (the "Class A Units") |
| Symbol: | AGRI.V |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of the Class A Units, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's amended and restated preliminary prospectus dated May 16, 2022, amending and restating the preliminary prospectus dated January 21, 2022, as amended by amendment no.1 dated February 15, 2022 (the "Preliminary Prospectus"). It is anticipated that in the next few days, the Company will file a final prospectus for its offering of Class A Units. After the final prospectus is cleared by the relevant securities regulatory authorities, TSX will post the Class A Units for trading on an "if, as and when issued" basis under the trading information set out below. Before the Class A Units are posted for trading on such basis, TSX will issue a trader note confirming the expected closing date for the Offering. If and when the Offering closes, the Class A Units will be listed on TSX. |
| Trading currency: | US$ The Class A Units trading under symbol "AGRI.V" will be quoted and traded on TSX in US funds and trading information regarding "AGRI.V" will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Temporary market maker: | Citadel Securities Canada ULC |
| Other markets: | None |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "AGRI.V" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "AGRI.V" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Class A Units under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Class A Units under the Offering must comply with the short sale rule in all respects for any sales they make in the "AGRI.V" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "AGRI.V" on an "if, as and when issued" basis and the Class A Units issued at such closing will trade on a regular settlement basis. |
| Listing category: | Special Purpose Acquisition Corporation, Non-Exempt |
| Security ownership registration: | Non-certificated inventory system administered by CDS. |
| Investor relations: | Agustin Tristan Aldave Chief Executive Officer +52 1 (556) 698-9326 agustin.tristan@demetercap.com |
| Incorporation: | The Company was incorporated under the Business Corporations Act (British Columbia) on December 1, 2021. |
| Fiscal year end: | March 31 |
| Nature of business: | The Company is a special purpose acquisition corporation incorporated for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets that operate across the agricultural industries in North America, either in the primary sector (with a focus on "superfoods" and specialty products produced in high-tech greenhouses) or the value-added sector (with a focus on "food tech" as well as wine & spirits produced in new regions that have a niche differentiator relative to the competition). However, the Company is not limited to a particular industry or geographic region for the purposes of completing a qualifying acquisition. |
| Transfer agent and registrar: | TSX Trust Company at its principal offices in Montreal and Toronto. |
| Dividends: | The Company does not intend to declare or pay any cash dividends prior to the completion of a qualifying acquisition. |
| Sponsorship: | Waived |
| Disclosure document: | The Preliminary Prospectus is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Preliminary Prospectus. |
| Initial public offering: | Pursuant to the terms of the Offering, a total of 12,000,000 Class A Units are being sold to the public at a price of US$10.00 per Class A Unit (the "Offering Price") for total gross proceeds of US$120,000,000 to the Company. In addition, the Company has granted the Underwriters an over-allotment option to purchase up to an additional 1,800,000 Class A Units at the Offering Price for a period of 30 days from the Closing Date. Each Class A Unit consists of one Class A Restricted Voting Share, one Warrant and one Right. It is anticipated that the Class A Units will separate into Class A Restricted Voting Shares, Warrants and Rights 40 days following the Closing Date (or, if such date is not a trading day on TSX, the next trading day on TSX). Upon separation of the Class A Units, the Class A Restricted Voting Shares, the Warrants and the Rights will be listed on TSX. A further bulletin will be issued confirming the separation date of the Class A Units and the trading information of the Class A Restricted Voting Shares, the Warrants and the Rights. Each Warrant entitles the holder thereof to purchase one Class A Restricted Voting Share at an exercise price of US$11.50. The Warrants will become exercisable only commencing 65 days after the completion of a qualifying acquisition, at which time, it is expected that each Warrant will be exercisable for one Common Share. The Warrants will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of a qualifying acquisition, or such earlier date, as described in the Preliminary Prospectus. Each Right entitles the holder thereof, upon the closing of a qualifying acquisition, to receive one-tenth (1/10) of a Class A Restricted Voting Share (which at such time is expected to represent one-tenth (1/10) of a Common Share, subject to adjustments under the terms of the qualifying acquisition). The Company will not issue fractional shares. As a result, holders must hold Rights in multiples of ten (10) in order to receive shares for all of such holder's Rights upon the closing of a qualifying acquisition. The Offering is being underwritten by BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. |
| TSX contact: | Anne Child, Director, TSX Listings |