All amounts expressed in Canadian dollars
(C$).
MONTREAL and TORONTO,
April 21, 2021 /CNW/ - Taiga
Motors Corporation (the "Corporation") (TSX: CGGZ.UN) (NEO:
CGGZ.UN), formerly known as Canaccord Genuity Growth II Corp.
("CGGZ") is pleased to announce that it has completed its
qualifying transaction, pursuant to which Taiga Motors Inc.
("Taiga") a leading developer of electric off-road vehicles
has become a wholly-owned subsidiary of the Corporation (the
"Transaction").
Concurrent with the closing of the Transaction (the
"Closing"), the Corporation completed a private placement
for gross proceeds to the Corporation of approximately $100 million (the "Private Placement"),
changed its name to "Taiga Motors Corporation" and consolidated its
common shares (the "Common Shares") and share purchase
warrants (the "Warrants") on a five-for-one basis.
"Closing this Transaction marks a pivotal milestone for the
Taiga team and is a major event for the powersports industry as a
whole," said Taiga CEO Samuel
Bruneau. "We are ready to hit the ground running as the only
purely EV focused publicly-traded manufacturer of off-road
vehicles. We are now adequately capitalized and well positioned to
accelerate our production capabilities, deliver on our sizeable
pre-order backlog and spearhead the establishment of our
mass-production assembly facility in Shawinigan, which is expected to ramp-up
production capacity to 80,000 units by the end of 2025."
The Corporation received gross proceeds of approximately
$151 million from the Transaction,
including approximately $100 million
in proceeds from the Private Placement and approximately
$51 million from the release of the
escrowed funds. Transaction proceeds will enable the Company to
pursue its growth strategy, including its current production
acceleration plans and mass-production facility construction.
Michael Shuh, Chairman and CEO of
Canaccord Genuity Growth II Corp., added: "We are proud to follow
Taiga on its journey as it takes its first steps into the capital
markets. Taiga has all the qualities that CGGZ was looking for in a
target, which should make for a compelling growth story for
years to come. We are looking forward to helping them realize their
vision of building electric vehicles capable of diving mass-market
adoption without compromise."
The Transaction was completed through the exchange of all of the
outstanding shares of Taiga for Common Shares of the Corporation,
the exchange of outstanding warrants to acquire Taiga shares for
warrants to acquire Common Shares, and the exchange of outstanding
options to acquire Taiga shares for options to acquire Common
Shares.
Each of the Corporation's Class A restricted voting units
("Class A Restricted Voting Units") not submitted for
redemption separated into Common Shares and Warrants, with the
underlying Class A restricted voting shares having been
automatically converted into Common Shares on a one-for-one basis
immediately prior to such separation.
In connection with Closing, the outstanding Common Shares and
Warrants were consolidated on a five-to-one basis (the
"Consolidation"). Following the Consolidation, the
Corporation has approximately 30,803,284 Common Shares and
1,794,385 Warrants outstanding. The Common Shares and Warrants of
the Company will be listed and posted for trading on the Toronto
Stock Exchange ("TSX") under the symbols "TAIG" and
"TAIG.WT", respectively, and are expected to commence trading on
Friday April 23, 2021 at market open.
Prior to the Common Shares and Warrants commencing trading on the
TSX, the Class A Restricted Voting Units will continue to be listed
and posted for trading on the TSX under the symbol "CGGZ.UN" on an
un-Consolidated basis.
In the context of the Closing, 30,803,284 Common Shares became
issued and outstanding, of which 3,348,450 Common Shares,
representing approximately 10.87% of the issued outstanding Common
Shares, were acquired and are now held by each of Mr. Samuel Bruneau, the Chief Executive Officer of
the Corporation and Mr. Gabriel
Bernatchez, the Chief Technology Officer of the Corporation.
Messrs. Bruneau and Bernatchez did not hold shares in the
Corporation prior to Closing.
Prior to Closing, CG Investments Inc. III ("CG
Investments"), having an address of 3000-161 Bay Street. PO Box
516, Toronto, Ontario M5J 2S1,
owned 1,334,000 Class B units and 8,511,001 Class B shares of the
Corporation. Each Class B unit consists of one Class B share of the
Corporation and one half of a warrant. Assuming the separation of
the Class B units, CG Investments owned 9,845,001 Class B Shares
and 667,000 share purchase warrants, representing approximately
98.4% of the issued and outstanding Class B shares. After giving
effect to Closing, including the consolidation of the Common Shares
and Warrants, CG Investments owns 1,969,000 Common Shares and
133,400 Warrants. In addition, Canaccord Genuity Corp., an
affiliate of CG Investments, owns 135,939 broker warrants to
acquire Common Shares. In the aggregate, CG Investments and
Canaccord Genuity Corp. hold 1,969,000 Common Shares, which
represents approximately 6.4% of the issued and outstanding Common
Shares, or 7.3% assuming exercise of the Warrants and broker
warrants. CG Investments and Canaccord Genuity Corp. hold the
securities described herein for investment purposes, and may, from
time to time and at any time, acquire common shares of the
Corporation in the open market or dispose of any or all of its
securities in the open market or otherwise, depending on market
conditions, the business and prospects of the Corporation and other
relevant factors.
To obtain a copy of the early warning reports to be filed in
connection with the acquisition of the Common Shares by Messrs.
Bruneau and Bernatchez in connection with the Transaction, please
visit the Corporation's profile on SEDAR at www.sedar.com or please
contact Tatiana Ramirez at
tatiana.ramirez@taigamotors.ca.
In connection with the Transaction, the auditor of Taiga, KPMG
LLP, has been appointed the auditor of the Corporation and Deloitte
LLP has ceased to be the auditor of the Corporation.
Advisors
Goodmans LLP acted as legal counsel to CGGZ. Canaccord Genuity
Corp. and National Bank Financial Inc. ("NBF") acted as lead
agents on the Private Placement, and Stikeman Elliott LLP acted as
legal counsel to the lead agents. NBF also acted as sole financial
advisor to Taiga. Fasken Martineau DuMoulin LLP acted as legal
counsel to Taiga.
About Taiga Motors Corporation
Taiga is a Canadian based company, founded in 2015, that is
reinventing the powersports landscape with breakthrough electric
off-road vehicles. Through a clean-sheet engineering approach,
Taiga has pushed the frontiers of electric technology to achieve
extreme power-to-weight ratios and thermal specifications that
outperform comparable high-performance combustion powersports
vehicles. The first models released include a lineup of
electric snowmobiles and personal watercraft to deliver on a
rapidly growing recreational and commercial customer demand who are
seeking better ways to explore the great outdoors without
compromise. For more information, visit www.taigamotors.ca.
The head office of the Corporation is located at 2695 Dollard
Avenue, Montreal, Québec, H8N
2J8.
Forward–Looking Statements
This news release may contain forward–looking statements
(within the meaning of applicable securities laws) which reflect
the Corporation's current expectations regarding future events.
Forward-looking statements are identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
"will", "may", "estimate" and other similar expressions. These
statements are based on the Corporation's expectations, estimates,
forecasts and projections and include, without limitation,
statements regarding the future success of the Corporation's
business.
The forward-looking statements in this news release are based
on certain assumptions, including without limitation the Common
Shares and Warrants beginning trading on the TSX. The
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that are difficult to control
or predict. A number of factors could cause actual results to
differ materially from the results discussed in the forward-looking
statements. Readers, therefore, should not place undue reliance on
any such forward-looking statements. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, the Corporation assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
SOURCE Taiga Motors Inc.