Mosaic Capital Shareholders Overwhelmingly Approve Acquisition

Calgary, Alberta–(Newsfile Corp. – July 29, 2021) – Mosaic Capital Corporation (TSXV: M) (TSXV: M.DB) (“Mosaic” or the “Company“) is pleased to announce the voting results for its special meeting of shareholders held on July 29, 2021 in Calgary, Alberta (the “Meeting“).

The sole matter considered at the Meeting was the special resolution (the “Arrangement Resolution“) approving the statutory plan of arrangement (the “Plan of Arrangement“) with 2356430 Alberta Inc. (the “Purchaser“). Under the Plan of Arrangement, the Purchaser will acquire all of the outstanding common shares of Mosaic for $5.50 per share in cash and all of Mosaic’s outstanding convertible unsecured subordinated debentures will be acquired for consideration of $1,000 plus accrued and unpaid interest for each $1,000 principal amount, in an all-cash transaction valued at approximately $277.3 million including net debt (the “Transaction“).

The Arrangement Resolution was approved as follows:

• 99.85% of the total votes cast by all shareholders at the Meeting voted FOR the Arrangement Resolution; and
• 99.73% of the total votes cast by shareholders at the Meeting, excluding the votes cast by common shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voted FOR the Arrangement Resolution.

Completion of the Transaction remains subject to court approval as well as other customary closing conditions. Assuming the timely completion of these conditions, Mosaic expects the Transaction to close on or about August 5, 2021.

ABOUT MOSAIC CAPITAL CORPORATION

Mosaic is a Canadian investment company that owns a portfolio of established businesses which span a diverse range of industries and geographies. Mosaic’s strategy is to create long-term value for its shareholders through accretive acquisitions, long-term portfolio ownership, sustained cash flows and organic portfolio growth. Mosaic achieves its objectives by maintaining financial discipline, acquiring businesses at attractive valuations, performing extensive acquisition due diligence, utilizing optimal transaction structuring and working closely with subsidiary businesses after acquisition.

FORWARD-LOOKING INFORMATION

This news release contains forward-looking information and statements within the meaning of applicable Canadian securities laws (herein referred to as “forward-looking statements”) that involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All information and statements in this news release which are not statements of historical fact may be forward-looking statements. The words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “project”, “scheduled”, and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would”, and “could” often identify forward-looking statements. In particular, forward-looking statements in this news release include, but are not limited to: the closing of the Transaction on the terms and timing set out herein or at all; and the intention to implement the Transaction through a statutory plan of arrangement under the Business Corporations Act (Alberta). Such statements or information are only predictions and reflect the current beliefs of management with respect to future events and are based on information currently available to management. Actual results and events may differ materially from those contemplated by these forward-looking statements due to these statements being subject to a number of risks and uncertainties.

Undue reliance should not be placed on these forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature forward-looking statements involve assumptions and known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions and other forward-looking statements will not occur. Some of the assumptions made by Mosaic, upon which such forward-looking statements are based include, but are not limited to: the closing of the Transaction on the terms and timing set out herein; and the receipt of requisite court approval and other customary closing conditions.

A number of factors could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to: prevailing economic conditions; unexpected changes in the financial markets (including in the trading price of the securities of Mosaic); changes in the general economic and business conditions of one or more of Mosaic and its subsidiaries; any of the conditions to the Transaction not being satisfied; and Mosaic has incurred expenses in connection with the Transaction and will be required to pay for those expenses regardless of whether or not the Transaction closes. Should any of the risks or uncertainties facing Mosaic and its subsidiaries materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, activities or achievements could vary materially from those expressed or implied by any forward-looking statements contained in this news release. Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Mosaic and its subsidiaries are included in Mosaic’s annual information form for the year ended December 31, 2020, a copy of which is available under Mosaic’s profile on SEDAR (www.sedar.com).

Although Mosaic believes that the expectations represented by any forward-looking statements contained herein are reasonable based on the information available to it on the date of this news release, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements. Any forward-looking statements herein contained are made as of the date of this news release and Mosaic does not assume any obligation to update or revise them to reflect new information, events or circumstances, except as required by law.

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FOR FURTHER INFORMATION, PLEASE CONTACT:

Monty Balderston, CPA, CA
Chief Financial Officer
Mosaic Capital Corporation
400, 2424 – 4th Street SW
Calgary, AB T2S 2T4
T: (403) 270-4663
E: mbalderston@mosaiccapitalcorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/91616