LOGiQ and Grenville Announce Closing of Arrangement
TORONTO, June 7, 2018 – LOGiQ Asset Management Inc. (“LOGiQ”) (TSX:LGQ) and Grenville Strategic Royalty Corp. (“Grenville”) (TSXV:GRC) are pleased to announce the closing of the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). Pursuant to the Transaction, LOGiQ acquired all of the issued and outstanding common shares of Grenville (the “Grenville Shares”) on the basis of 6.25 common shares of LOGiQ (the “LOGiQ Shares”) for each outstanding Grenville Share. In addition, LOGiQ continued from Alberta to British Columbia and changed its name to “Flow Capital Corp.” (“Flow Capital”).
Immediately following completion of the Transaction, Flow Capital effected a share consolidation on a one for twelve basis (the “Share Consolidation”). Following the Share Consolidation, Flow Capital is expected to have approximately 82,678,533 common shares (“Flow Capital Shares”) issued and outstanding. The Flow Capital Shares, Flow Capital 2019 debentures (former Grenville debentures) and Flow Capital 2021 debentures (former LOGiQ debentures) are expected to start trading on the TSX Venture Exchange on June 11, 2018 under the stock symbols “FW”, “FW.DB.A” and “FW.DB.B”, respectively.
Flow Capital has also increased the size of its board of directors (the “Flow Capital Board”) from five to six. The Flow Capital Board is comprised of Eldon Smith, Gordon McMillan, Vernon Lobo, Catherine McLeod-Seltzer, Peter Kampian and Paul De Luca. Robb McLarty, Acting Chief Executive Officer and Chief Investment Officer leads the management team of Flow Capital with Donnacha Rahill as Chief Financial Officer and Steve Mantle as President, LOGiQ Global Partners.
The Transaction, which was announced on March 11, 2018, was approved by Grenville shareholders at Grenville’s special meeting of shareholders held on May 31, 2018 and Grenville obtained a final order in respect thereof from the Supreme Court of British Columbia on June 5, 2018. Holders of LOGiQ Shares approved the issuance of LOGiQ Shares and the Share Consolidation among other things on May 31, 2018.
Flow Capital will mail a letter of transmittal (“Letter of Transmittal”) to the registered former LOGiQ shareholders. The Letter of Transmittal describes the process by which such shareholders may obtain new certificates or DRS Advice(s) representing their post-consolidation Flow Capital Shares. The Letter of Transmittal must be completed and returned to Computershare Investor Services Inc. (“Computershare”) at the address specified in the Letter of Transmittal. Questions on how to complete the Letter of Transmittal, or requests for additional copies of the Letter of Transmittal, may be directed to Computershare at 1-800-564-6253 or by e-mail to [email protected] A copy of the Letter of Transmittal may also be obtained from the SEDAR website at www.sedar.com.
Non-registered former LOGiQ shareholders holding their Flow Capital Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those put in place by LOGiQ or Flow Capital for registered shareholders. Non-registered former LOGiQ shareholders are encouraged to contact their nominee to obtain instructions for processing the Share Consolidation.
About Flow Capital
Based in Toronto, Flow Capital Corp. is a diversified alternative asset investor and advisor. Flow Capital operates two businesses: an investment firm providing revenue-linked capital to emerging growth businesses, and an institutional advisory sales platform, providing pension funds, charities and endowment clients with access to leading institutional money managers from around the world.
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward- looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward- looking statements including: future operating results and funding requirements; the ability to achieve synergies; future general economic and market conditions; and changes in laws and regulations. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Flow Capital does not undertake to update any forward-looking information contained herein, except as required by applicable securities laws.
The TSX has neither approved nor disapproved the information contained in this release. Neither 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.
Requests for further information should be directed to:
Flow Capital Corp.
Acting Chief Executive Officer
Phone: (416) 777-0383
1 Adelaide Street East, Suite 3002, PO Box 171,
Toronto, Ontario M5C 2V9