Gibraltar & Company, Inc. Announces Acquisition of Class B Shares of LXRandCo, Inc.

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TORONTO, Dec. 24, 2020 (GLOBE NEWSWIRE) — Gibraltar & Company, Inc. (“GCI”), together with its president and CEO, Mr. Camillo di Prata announce that pursuant to a brokered private placement of LXRandCo, Inc. (the “Corporation”), they have acquired an aggregate of 14,600,000 units of the Corporation (the “Units”), with each Unit consisting of one Class B share (the “Class B
Share”) and a one-quarter of one Class B Share purchase warrant (the “New Class B Warrant”), in the capital of the Corporation at a price of $0.125 per Unit (the “Transaction”). Each whole New Class B Warrant will entitle the holder to purchase one Class B Share at a price of $0.175 for a period of 24 months following the closing of the Transaction. The New Class B Warrants are subject to an accelerated expiry if, following the date that is four months and one day after the date of issuance of the Units and prior to the expiry date of the New Class B Warrants, the daily volume weighted average trading price of the Class B Shares exceeds $0.35 for ten consecutive trading days.

Prior to the completion of the Transaction, GCI owned 2,449,778 Class B Shares, or 7.47% of the then issued and outstanding Class B Shares, Gibraltar Opportunity, Inc. (“GOI”) owned 1,961,294 Class B Shares and 280,398 Class B share purchase warrants of the Corporation (each, a “Old Class B Share
Warrant”), which are exercisable for one Class B Share at a price of $11.50 until June 9, 2022, or 5.98% of the issued and outstanding Class B Shares, Gibraltar Ventures Fund One Limited Partnership (“Ventures”) owned 5,802,714 Class B Shares, or 17.70% of the then issued and outstanding Class B Shares, Gibraltar Brands Inc. (“GBI”) owned 625,000 Class B Shares, or 1.91% of the then issued and outstanding Class B Shares and Mr. Camillo di Prata owned 453,143 Class B Shares or 1.38% of the then issued and outstanding Class B Shares. Prior to the completion of the Transaction, GCI and its affiliates (consisting of GOI, GBI and Ventures) together with Mr. Camillo di Prata owned an aggregate of 11,291,929 Class B Shares, or 34.44%% of the then issued and outstanding Class B Shares and 280,398 Old Class B Share Warrants.

Following completion of the Transaction, GCI owned 10,449,778 Class B Shares and 2,000,000 New Purchase Warrants, or 11.26% of the issued and outstanding Class B Shares, GOI owned 1,961,294 Class B Shares and 280,398 Old Purchase Warrants, or 2.11% of the issued and outstanding Class B Shares, Ventures owned 5,802,714 Class B Shares, or 6.25% of the issued and outstanding Class B Shares, GBI owned 625,000 Class B Shares, or 0.67% of the issued and outstanding Class B Shares, and Mr. Camillo di Prata owned 7,053,143 Class B Shares and 1,650,000 New Purchase Warrants, or 7.60% of the issued and outstanding Class B Shares. In the aggregate, GCI and its affiliates (consisting of GOI, GBI and Ventures) together with Mr. Camillo di Prata owned 25,891,929 Class B Shares and 3,650,000 New Purchase Warrants which represent 27.91% of the issued and outstanding Class B Shares following the completion of the Transaction.

GCI and Mr. Camillo di Prata acquired the Class B Shares pursuant to the Transaction for investment purposes. Each of GCI, GBI, Ventures, GOI and Mr. Camillo di Prata depending on market conditions and other factors, may from time to time acquire additional securities of the Corporation, or dispose of securities of the Corporation in the open market, or by private agreement or otherwise. All of the calculations of percentages of issued and outstanding Class B Shares in this press release are calculated on a non-diluted basis.

Cautionary Statements

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “will”, “may” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward looking information and statements pertaining to, among other things, potential future acquisitions or dispositions of securities of the Corporation by GCI, GBI, GOI, Ventures, Mr. Camillo di Prata and Mr. Luigi Fraquelli. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements.

An early warning report with additional information in respect of the foregoing matters will be filed to, and will be available on, the SEDAR profile of LXRandCo, Inc. at www.SEDAR.com.

To obtain a copy of the early warning report you may contact:
Mr. Camillo di Prata
416-843-5347
Gibraltar & Company, Inc.
100 Adelaide Street West, Suite 2810
Toronto, Ontario M5H 1S3



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