Magnetic North Acquisition Corp. is pleased to announce that the TSX Venture Exchange (“TSXV”) has approved to list the Company’s Series A Preferred Shares (the “Series A Preferred Shares”) for trading. Magnetic North anticipates trading to commence on November 6, 2020 under the symbol “MNC.PR.A”
The Series A Preferred Shares are a participating preferred share and holders will receive quarterly dividends subject to the approval and at the discretion of the board of directors of the Corporation. The Series A Preferred Shares are priced at $10.00 per share. The Series A Preferred Shares are not redeemable until March 31, 2026 and are considered to be equity and not debt. Magnetic North considers the Series A Preferred Shares to be permanent capital and has no plans to redeem once the redemption anniversary has been reached. The holders of Series A Preferred Shares are entitled to receive 50% of any capital gains received by the Company in the event of the sale or other form of disposition of an investee company and to receive 50% of the proceeds received by the Company in respect of any dividend payment, special distribution or similar distribution to the Company by an investee company. The holders of Series A Preferred Shares shall, with respect to liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, be entitled to preference over the holders of common shares of the Company.
The TSXV has requested certain amendments to terms of the articles related to the Series A Preferred Shares (the “Proposed Amendments”). The Proposed Amendments only serve to clarify the Company’s current treatment and payment of dividend entitlements; therefore, the Company intends to afford holders the rights provided for under the Proposed Amendments prior to being approved by the Series A Preferred Share holders given that the treatment of dividend entitlements by the Company will remain the same.
The Company has called an annual general and special meeting of common shareholders and a special meeting of Series A Preferred Share holders each for November 10, 2020 to seek approval for the Proposed Amendments. Magnetic North has received to date shareholder support agreements in favour representing approximately 71% of the outstanding Series A Preferred Shares as of the record date of the meeting.
Currently, the Company has issued an aggregate total of 1,607,663 Series A Preferred Shares, of which approximately: (i) 133,500 are held by insiders of the Company and their affiliates; (ii) 85,000 are held in escrow; and (iii) 1,000,497 are subject to a four month hold period under applicable securities laws.
The Series A Preferred Shares are offered and sold in Canadian jurisdictions to “accredited investors” pursuant to the exemption from the prospectus requirement under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and such other exemptions from the prospectus requirements and subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSXV.
About Magnetic North Acquisition Corp.
Magnetic North invests and manages businesses on behalf of its shareholders and believes that capital alone does not always lead to success. With offices in Calgary and Toronto, our experienced management team applies its considerable management, operations and capital markets expertise to ensure its investee companies are as successful as possible for shareholders. Magnetic North shares trade on the TSX Venture Exchange under the stock symbol MNC. For more information about Magnetic North, visit its website at www.magneticnac.com. Magnetic North’s securities filings can also be accessed at www.sedar.com.
For further information, please contact:
|Graeme Dick||Stephen McCormick|
|Investor Relations||VP, Capital Markets|