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TORONTO, Nov. 21, 2019 (GLOBE NEWSWIRE) -- On November 21, 2019, Fax Investments Inc. (FII), subscribed for 26,671,110 multiple voting shares (Multiple Voting Shares) in the capital of FAX Capital Corp. (FAX), on a private placement basis, pursuant to a subscription agreement with FAX at a price of $4.50 per Multiple Voting Share (for proceeds of approximately $120,019,995) (the Private Placement). The Private Placement is described in the FAX prospectus dated October 18, 2019 (the Prospectus).

Prior to the completion of the Private Placement, FII, a corporation wholly owned by Federated, had direct or indirect ownership of, or control over, 300,301 Multiple Voting Shares, representing 100% of the issued and outstanding Multiple Voting Shares (on the basis of 300,301 Multiple Voting Shares issued and outstanding), and 299,247 subordinate voting shares in the capital of FAX (Subordinate Voting Shares), representing approximately 59.95% of the issued and outstanding Subordinate Voting Shares (on the basis of 499,171 Subordinate Voting Shares issued and outstanding). Following the completion of the Private Placement and the Offering (as defined below), FII has direct or indirect ownership of or control over 26,971,411 Multiple Voting Shares, representing 100% of the voting rights attached to the Multiple Voting Shares (on the basis of 26,971,411 Multiple Voting Shares Issued and Outstanding), and 299,247 Subordinate Voting Shares, representing 1.86% of the voting rights attached to the Subordinate Voting Shares (on the basis of 16,059,171 Subordinate Voting Shares issued and outstanding), which represents in aggregate approximately 94.5% of the voting rights attached to FAX’s issued and outstanding shares as at the date hereof.

The Private Placement was completed as a condition precedent of FAX's public offering of 15,560,000 Units of FAX at a price of $4.50 per Unit (the Offering), each Unit consisting of one Subordinate Voting Share, and one Subordinate Voting Share purchase warrant. The Private Placement closed immediately prior to the Offering on November 21, 2019 (the Closing Date).

299,247 Subordinate Voting Shares and 300,301 Multiple Voting Shares held by FII are subject to escrow pursuant to an escrow agreement dated January 31, 2019 between FII and Computershare Trust Company of Canada. Twenty-five percent of such securities have been release from escrow and the remaining 75% of such securities will be released in 15% tranches during consecutive 6-month intervals over a 36-month period.

Further, as part of the Voluntary Measures (as defined in the Prospectus) adopted in connection with the Offering, FII agreed:

  1. to retain 100% of the aggregate number of Multiple Voting Shares and Subordinate Voting Shares held by it upon the completion of the Offering and the Private Placement until after the second anniversary of the Closing Date (as defined in the Prospectus) and to retain at least 25% of the aggregate number of such Subordinate Voting Shares and Multiple Voting Shares held by it upon completion of the Offering and the Private Placement until after the third anniversary of the Closing Date, provided that at any time (i) FII may transfer any of its Multiple Voting Shares to a Permitted Holder (as defined in the Prospectus) that provides a similar undertaking; and (ii) FII may transfer any of its Multiple Voting Shares or any of its Subordinate Voting Shares in a transaction where the proposed acquirer agrees, to acquire a pro rata share of the equity investment of all other equity investors of FAX; and
     
  2. not to transfer any of the Multiple Voting Shares (other than to a Permitted Holder that provides a similar undertaking) and any of the Subordinate Voting Shares held by it upon the completion of the Offering and the Private Placement until at least 80% of the Net Proceeds of the Offerings (as defined in the Prospectus) have been invested in accordance with FAX’s business objective and investment strategies.

The Multiple Voting Shares and Subordinate Voting Shares are otherwise held by FII for investment purposes. FII has a long-term view of its investment in FAX and may acquire additional securities of FAX on the open market or though private acquisitions or, subject to the Voluntary Measures, sell the securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

The Private Placement did not take place through the facilities of any exchange or other marketplace but through private agreement.

The address of both FAX and FII is 100 Wellington Street West, Suite 2110, Toronto, Ontario, M5K 1H1.

An early warning report (the EWR) will be filed on SEDAR and will be available for review at www.sedar.com under FAX’s SEDAR profile. A copy of the EWR can be obtained from the contact below.

For further information, please contact:

Blair Driscoll
(416) 364-8788