WJX Wajax Corporation

Wajax Corporation (“Wajax” or the “Corporation”) (TSX: WJX) announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets, and Scotiabank under which the underwriters have agreed to purchase, on a "bought deal" basis, $50 million principal amount of listed senior unsecured debentures, at a price of $1,000 per debenture, with an interest rate of 6.00% per annum, payable semi-annually on January 15th and July 15th commencing on July 15, 2020 (the "Debentures"). The Debentures will mature on January 15, 2025.

The Corporation has also granted the underwriters the option to purchase up to $7.5 million principal amount of additional Debentures at the same price, to cover over-allotments, if any, and for market stabilization purposes, exercisable in whole or in part anytime up to 30 days following closing of the offering.

The Debentures will not be redeemable before January 15, 2023 (the “First Call Date”), except upon the occurrence of a change of control of the Corporation in accordance with the terms of the indenture (the "Indenture") governing the Debentures. On and after the First Call Date and prior to January 15, 2024, the Debentures will be redeemable in whole or in part from time to time at the Corporation’s option at a redemption price equal to 103.00% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after January 15, 2024 and prior to the Maturity Date, the Debentures will be redeemable, in whole or in part, from time to time at the Corporation’s option at par plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Corporation shall provide not more than 60 nor less than 30 days’ prior notice of redemption of the Debentures.

The Corporation will have the option to satisfy its obligation to repay the principal amount of the Debentures due at redemption or maturity by issuing and delivering that number of freely tradeable common shares determined in accordance with the terms of the Indenture.

The Debentures will not be convertible into common shares at the option of the holders at any time.

The Corporation intends to use the net proceeds of the offering for the repayment of outstanding indebtedness under existing credit facilities.

The Debentures will be direct, senior unsecured obligations of the Corporation and will rank: (i) subordinate to all indebtedness of the Corporation under its existing Second Amended and Restated Credit Agreement, dated as of September 20, 2017, as amended through November 19, 2019 (as amended or restated from time to time, the “Senior Secured Credit Facilities”), including related hedges, derivative instruments and cash management arrangements under the Senior Secured Credit Facilities, (ii) effectively subordinate to all existing and future secured indebtedness of the Corporation (other than its Senior Secured Credit Facilities), but only to the extent of the value of the assets securing such secured indebtedness; (iii) pari passu with one another and equally in right of payment from the Corporation with all other unsubordinated unsecured indebtedness of the Corporation except as prescribed by law; and (iv) senior to any other existing and future subordinated unsecured indebtedness (including any convertible subordinated unsecured debentures) of the Corporation. The Debentures will not be obligations of, or guaranteed by, any of the Corporation’s subsidiaries, and will be effectively subordinated to the indebtedness of the Corporation subsidiaries (including trade payables). The Indenture will not restrict the Corporation or its subsidiaries from incurring additional indebtedness or from mortgaging, pledging or charging its properties to secure any indebtedness or liabilities.

The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about December 4, 2019.

The Debentures will be offered by way of a prospectus supplement to the base shelf prospectus dated November 21, 2019 in all of the provinces of Canada.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Wajax Corporation

Founded in 1858, Wajax (TSX: WJX) is one of Canada’s longest-standing and most diversified industrial products and services providers. The Corporation operates an integrated distribution system providing sales, parts and services to a broad range of customers in diverse sectors of the Canadian economy, including: construction, forestry, mining, industrial and commercial, oil sands, transportation, metal processing, government and utilities, and oil and gas.

The Corporation’s goal is to be Canada’s leading industrial products and services provider, distinguished through its three core capabilities: sales force excellence, the breadth and efficiency of repair and maintenance operations, and the ability to work closely with existing and new vendor partners to constantly expand its product offering to customers. The Corporation believes that achieving excellence in these three areas will position it to create value for its customers, employees, vendors and shareholders.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements and forward-looking information, as defined in applicable securities laws (collectively, “forward-looking statements”). These forward-looking statements relate to future events or the Corporation’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward looking statements can be identified by the use of words such as “plans”, “anticipates”, “intends”, “predicts”, “expects”, “is expected”, “scheduled”, “believes”, “estimates”, “projects” or “forecasts”, or variations of, or the negatives of, such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors beyond the Corporation’s ability to predict or control which may cause actual results, performance and achievements to differ materially from those anticipated or implied in such forward-looking statements. There can be no assurance that any forward-looking statement will materialize. Accordingly, readers should not place undue reliance on forward looking statements. The forward-looking statements in this news release are made as of the date of this news release, reflect management’s current beliefs and are based on information currently available to management. Although management believes that the expectations represented in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. Specifically, this news release includes forward looking statements regarding, among other things, the proposed timing of completion of the offering and the likelihood that the offering will be completed on the terms provided herein or at all; the receipt of all necessary approvals of the Toronto Stock Exchange; the anticipated use of the net proceeds of the offering; our goal of becoming Canada’s leading industrial products and services provider, distinguished through our core capabilities; and our belief that achieving excellence in our areas of core capability will position Wajax to create value for its customers, employees, vendors and shareholders. These statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the ability of the Corporation to receive, in a timely manner and on satisfactory terms, the necessary approval of the Toronto Stock Exchange; general business and economic conditions; the supply and demand for, and the level and volatility of prices for, oil, natural gas and other commodities; financial market conditions, including interest rates; our ability to execute our updated Strategic Plan, including our ability to develop our core capabilities, execute on our organic growth priorities, complete and effectively integrate acquisitions, such as Groupe Delom Inc., and to successfully implement new information technology platforms, systems and software; the future financial performance of the Corporation; our costs; market competition; our ability to attract and retain skilled staff; our ability to procure quality products and inventory; and our ongoing relations with suppliers, employees and customers. The foregoing list of assumptions is not exhaustive. Factors that may cause actual results to vary materially include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the offering. Additional factors include, but are not limited to, a deterioration in general business and economic conditions; volatility in the supply and demand for, and the level of prices for, oil, natural gas and other commodities; a continued or prolonged decrease in the price of oil or natural gas; fluctuations in financial market conditions, including interest rates; the level of demand for, and prices of, the products and services we offer; levels of customer confidence and spending; market acceptance of the products we offer; termination of distribution or original equipment manufacturer agreements; unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications or expectations, cost escalation, our inability to reduce costs in response to slow-downs in market activity, unavailability of quality products or inventory, supply disruptions, job action and unanticipated events related to health, safety and environmental matters); our ability to attract and retain skilled staff and our ability to maintain our relationships with suppliers, employees and customers. The foregoing list of factors is not exhaustive. Further information concerning the risks and uncertainties associated with these forward-looking statements and the Corporation’s business may be found in our Annual Information Form for the year ended December 31, 2018, filed on SEDAR. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. The Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

Additional information, including Wajax’s Annual Report, is available on SEDAR at www.sedar.com.

For further information, please contact:

Mark Foote, President and Chief Executive Officer Email: mfoote@wajax.com

Stuart Auld, Chief Financial Officer Email: sauld@wajax.com

Trevor Carson, Vice President, Financial Planning and Risk Management Email: tcarson@wajax.com

Telephone #: (905) 212-3300