PRESS RELEASE
NOT FOR DISTRIBUTION TO THE UNITED STATES NEW WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, CANADA, October 15, 2024 - Stack Capital Group Inc., (the "Company) (TSX:STCK) is pleased to announce that it has entered into an agreement with Raymond James Ltd., Canaccord Genuity Corp., RBC Capital Markets, and TD Securities Inc., as co-lead agents and joint bookrunners, on behalf of a syndicate of Agents, in connection with a “best efforts” private placement (the “Offering”) of up to 1,318,181 units (the “Units”) of the Company for aggregate gross proceeds of up to $14.5 million, priced at $11.00 per Unit (the “Issue Price”).
Each Unit will be comprised of one common share (a “Common Share”) and one half of one common share purchase warrant of the Company (each common share purchase warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of 36 months following the Closing Date (as hereinafter defined) at an exercise price of $11.00 per Warrant Share, subject to adjustment in certain events.
In addition, the Company will grant the Agents an option (the “Agents Option”) to arrange for the purchase of up to such number of additional Units as is equal to 15% of the Units offered under the base Offering, being up to an additional 197,727 Units, at the Issue Price. The Agents Option shall be exercisable, in whole or in part, at any time for a period ending 48 hours prior to the Closing Date (as defined below).
The net proceeds of the offering will be used for general corporate purposes and investments in accordance with the Company’s investment principles.
The Offering is expected to close on or before October 30, 2024 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange (the “TSX”).
The Offering will be made by way of private placement to certain accredited investors in each of the provinces and territories of Canada. In addition, the Agents will offer the Units for sale by way of private placement exemptions (i) in the United States and (ii) in those jurisdictions outside of Canada and the United States that are agreed to by the Company and Raymond James; provided it is understood that the Company will not be required to register or make any filings (other than reports on sales of securities in the United States and Canada) in such jurisdictions.
The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.
At the closing of the Offering, the Company will pay to the Agents a cash fee equal to 5.0% of all gross proceeds raised in connection with the Offering.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered, sold or delivered, directly or indirectly, within the United States, its possessions and other areas subject to its jurisdiction or for the account or for the benefit of U.S. Persons (as defined under applicable securities laws) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Stack Capital Group Inc.
The Company is an investment holding company and its business objective is to invest in equity, debt and/or other securities of growth-to-late-stage private businesses. Through the Company, shareholders have the opportunity to gain exposure to the diversified private investment portfolio; participate in the private market; and have liquidity due to the listing of the Common Shares on the TSX. At the same time, the public structure also allows the Company to focus its efforts on maximizing long-term performance through a portfolio of high growth businesses, which are not widely available to most Canadian investors. SC Partners Ltd. has taken the initiative in creating the Company and acts as the Company's administrator and is responsible to source and advise with respect to all investments for the Company.
Forward looking and other cautionary statements
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking information contained or referred to in this news release includes, but may not be limited to, the details of the Offering, the completion date of the Offering, the approval of the TSX and the business of the Company.
Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. The material assumptions supporting these forward-looking statements include, among others, that the Company will receive the necessary approval for the Offering from the TSX and will satisfy the commercial closing conditions of the Offering. Additional risk factors that may impact the Company or cause actual results and performance to differ from the forward looking statements contained herein are set forth in the Company’s Annual Information form under the heading Risk Factors (a copy of which can be obtained under the Company’s profile on www.sedarplus.com).
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
