/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT AUTHORIZED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES./
CALGARY, Nov. 10, 2016 /CNW/ - Mosaic Capital
Corporation ("Mosaic") (TSX-V Symbols: M and
M.PR.A) announced today the closing of its previously
announced public offering (the "Offering") of 7% convertible
unsecured senior subordinated debentures (the "Debentures").
The Offering was underwritten by a syndicate of underwriters led by
Canaccord Genuity Corp. and including GMP Securities L.P., Raymond
James Ltd., Echelon Wealth Partners Inc., Industrial Alliance
Securities Inc., AltaCorp Capital Inc., Cormark Securities Inc.,
Haywood Securities Inc. and Mackie Research Capital Corporation
(collectively, the "Underwriters"). Pursuant to the
Offering, $15,000,000 principal
amount of the Debentures were issued.
The Debentures have a face value of $1,000 per Debenture and bear interest at a rate
of 7.0% per annum, payable semi-annually in arrears on June 30 and December
31 in each year (each an "Interest Payment Date"),
commencing on June 30, 2017, with a
maturity date of December 31, 2021
(the "Maturity Date").
The Debentures are convertible into approximately 111.11 common
shares of Mosaic (the "Shares") per $1,000 principal amount, at any time prior to the
close of business on the earlier of the business day immediately
preceding: (i) the Maturity Date; (ii) if called for redemption,
the date fixed for redemption by Mosaic; or (iii) the payment date,
if called for repurchase pursuant to a mandatory repurchase, at a
conversion price of $9.00 per Share,
subject to adjustment in certain events (the "Conversion
Price"). Holders who convert their Debentures will receive, in
addition to the applicable number of Shares, accrued and unpaid
interest in respect thereof for the period from, and including, the
most recent Interest Payment Date to, but excluding, the date of
conversion.
The Debentures are not redeemable by Mosaic prior to
December 31, 2019. On and after
December 31, 2019, and prior to
December 31, 2020, the Debentures may
be redeemed in whole or in part from time to time at the option of
Mosaic at par plus accrued and unpaid interest, provided that the
volume-weighted average trading price of the Shares on the TSX
Venture Exchange during the 20 consecutive trading days ending on
the fifth trading day preceding the date on which the notice of
redemption is given is not less than 125% of the Conversion Price.
On and after June 30, 2020 and prior
to the Maturity Date, Mosaic may, at its option, redeem the
Debentures, in whole or in part, from time to time at par plus
accrued and unpaid interest.
Subject to specified conditions, Mosaic will have the right to
repay the outstanding principal amount of the Debentures, on
maturity or redemption, through the issuance of Shares. Mosaic will
also have the option in certain circumstances to satisfy its
obligation to pay interest through the issuance and sale of
additional Shares.
Mosaic will use the net proceeds from the Offering for general
corporate purposes including future acquisitions, paying down
existing credit facilities and working capital.
The Debentures issued under the Offering were offered by way of
a short form prospectus supplement dated November 4, 2016 to its short form base shelf
prospectus dated September 23, 2016,
each of which has been filed under Mosaic's profile on SEDAR at
www.sedar.com. The Debentures are expected to be listed and posted
for trading on the TSX Venture Exchange under the symbol "M.DB" at
the open of markets today.
The Debentures and the Shares issuable on conversion thereof
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This news release does not constitute an offer for
sale or the solicitation of an offer to buy securities in
the United States or in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
ABOUT MOSAIC CAPITAL CORPORATION
Mosaic is a Canadian investment company that owns a portfolio of
established businesses which span a diverse range of industries and
geographies. Mosaic's strategy is to create long-term value
for its shareholders through accretive acquisitions, long-term
portfolio ownership, sustained cash flows and organic portfolio
growth. Mosaic achieves its objectives by maintaining
financial discipline, acquiring businesses at attractive
valuations, performing extensive acquisition due diligence,
utilizing creative transaction structuring and working closely with
subsidiary businesses after acquisition.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
FORWARD-LOOKING INFORMATION
This news release contains forward-looking information and
statements within the meaning of applicable Canadian securities
laws (herein referred to as "forward-looking statements") that
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. All information and statements in this news
release which are not statements of historical fact may be
forward-looking statements. The words "believe", "expect",
"intend", "estimate", "anticipate", "project", "scheduled", and
similar expressions, as well as future or conditional verbs such as
"will", "should", "would", and "could" often identify
forward-looking statements. In particular, forward-looking
statements in this news release include, but are not limited to,
statements with respect to the anticipated use of net proceeds of
the Offering and the expected date and time the Debentures commence
trading on the TSX Venture Exchange. Such statements or information
are only predictions and reflect the current beliefs of management
with respect to future events and are based on information
currently available to management. Actual results and events
may differ materially from those contemplated by these
forward-looking statements due to these statements being subject to
a number of risks and uncertainties.
Undue reliance should not be placed on these forward-looking
statements as there can be no assurance that the plans, intentions
or expectations upon which they are based will occur. By their
nature forward-looking statements involve assumptions and known and
unknown risks and uncertainties, both general and specific, that
contribute to the possibility that the predictions and other
forward-looking statements will not occur. Some of the assumptions
made by Mosaic, upon which such forward-looking statements are
based include, but are not limited to: future market conditions
will not be materially different than anticipated by Mosaic; there
will be no material changes to government and environmental
regulations affecting Mosaic or its operations; and the business
operations of the operating businesses of Mosaic will continue on a
basis consistent with prior years.
A number of factors could cause actual results to differ
materially from those expressed or implied by the forward-looking
statements, including, but not limited to: prevailing economic
conditions; unexpected changes in the financial markets (including
in the trading price of the securities of Mosaic); and changes in
the general economic and business conditions of one or more of
Mosaic and its subsidiaries. Should any of the risks or
uncertainties facing Mosaic and its subsidiaries materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results, performance, activities or achievements
could vary materially from those expressed or implied by any
forward-looking statements contained in this news release. Readers
are cautioned that the foregoing list of risks is not exhaustive.
Additional information on these and other factors that could affect
the operations or financial results of Mosaic and its subsidiaries
are included in Mosaic's short form prospectus supplement dated
November 4, 2016 to its short form
base shelf prospectus dated September 23,
2016, and Mosaic's annual information form for the year
ended December 31, 2015, a copy of
each of which is available under Mosaic's profile on SEDAR
(www.sedar.com).
Although Mosaic believes that the expectations represented by
any forward-looking-statements contained herein are reasonable
based on the information available to it on the date of this news
release, management cannot assure investors that actual results,
performance or achievements will be consistent with these
forward-looking statements. Any forward-looking statements herein
contained are made as of the date of this news release and Mosaic
does not assume any obligation to update or revise them to reflect
new information, events or circumstances, except as required by
law.
SOURCE MOSAIC CAPITAL CORPORATION