Vancouver, British Columbia, September 24, 2020, TIMIA Capital Corp. (the “Company”) (TSXV: TCA) is pleased to announce that it has filed a preliminary short form prospectus (the “Prospectus”) in connection with a commercially reasonable efforts offering of up to 10,000,000 Non-Cumulative Series A Preferred Shares (the “Preferred Shares”) at a price of $1.00 per Preferred Share (the “Offering Price”) for gross proceeds of up to $10,000,000 (the “Offering”) in the offering jurisdictions of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The Offering is subject to a minimum of $6,500,000. The Offering is being conducted by a syndicate of agents which includes Echelon Wealth Partners Inc., Industrial Alliance Securities Inc., PI Financial Corp., Haywood Securities Inc. and Wellington-Altus Private Wealth Inc. (the “Agents”). The Company has granted the Agents an over-allotment option exercisable, in whole or in part, at any time prior to the 30th day following and including the Closing Date to increase the size of the Offering by up to an additional 1,500,000 Preferred Shares at a price per Preferred Share equal to the Offering Price for aggregate additional proceeds of up to $1,500,000.
Prospective subscribers will be permitted to purchase Preferred Shares either by: (a) cash payment; or (b) an exchange (the “Exchange Option”) of outstanding: (i) convertible debentures in the capital of the Company (“Convertible Debentures”) at face value; or (ii) non-convertible debentures in the capital of the Company (“Non-Convertible Debentures”) at face value. To facilitate the exercise of the Exchange Option, the Company will deliver a notice to each registered holder of outstanding Non-Convertible Debentures and/or Convertible Debentures, providing a summary of the Exchange Option and a copy of the Prospectus. Participation in the Exchange Option is solely at the discretion of the holders of Convertible Debentures and/or Non-Convertible Debentures.
The holders of Preferred Shares will be entitled to receive fixed non-cumulative preferential cash dividends, if, as and when declared by the board of directors of the Company at an annual rate equal to $0.08 per Preferred Share. The Preferred Shares are retractable by the Company at any time on or after the date that is three (3) years after the closing date of the Offering (the “Closing Date”). Upon retraction, holders of the Preferred Shares may elect to receive either: (a) a cash payment equal to the Offering Price; or (b) one common share in the capital of the Company (a “Common Share”) in exchange for each one Preferred Share, subject to adjustment. The Company has agreed to retract all the then outstanding Preferred Shares effective the date that is five (5) years after the Closing Date of the Offering in the manner set forth above.
In conjunction with the Offering, the Company will apply to list the Preferred Shares on the TSX Venture Exchange (the “TSXV”). Listing of the Preferred Shares is subject to the Company meeting all conditions of the TSXV, including distribution requirements.
The closing of the Offering is subject to certain conditions including, but not limited to, the execution of a formal agency agreement and the receipt of all necessary regulatory approvals including the approval of the TSXV. Should less than all of the holders of Convertible Debentures and holders of Non-Convertible Debentures elect to exercise the Exchange Option, the Company intends to use the net proceeds of the Offering for the redemption of Convertible Debentures and Non-Convertible Debentures held by individuals who did not exercise the Exchange Option, and to use remaining funds for general working capital purposes, as more particularly described in the Prospectus.
The Prospectus contains important information relating to the Offering and is still subject to completion or amendment. For more information, potential investors should read the Prospectus, which is available on the Company’s SEDAR profile at www.sedar.com. There will not be any sale or acceptance of an offer to buy the Preferred Shares until a receipt for a final short form prospectus has been issued.
ON BEHALF OF THE BOARD OF TIMIA CAPITAL CORP.
Chief Executive Officer
For further information contact:
Vice President, Capital Markets & Communications
Further information about the Company is available under its profile on the SEDAR website, www.sedar.com, and on the Company’s website.
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the Offering. This news release contains “forward‐looking statements” within the meaning of Canadian securities legislation. Forward‐looking statements include, but are not limited to, statements with respect to the closing of the Offering, the listing of the Preferred Shares and the expected use of proceeds of the Offering. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its subsidiaries, their securities, or their respective financial or operating results (as applicable).
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
This news release does not constitute an offer or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.