Automotive Finco Corp.
TSX VENTURE : AFCC
TSX VENTURE : AFCC.DB

June 23, 2017 11:13 ET

Automotive Finco Corp. Announces Closing of Financings for Aggregate Gross Proceeds of approximately $40 million and Supplemental Listing of Debentures

TORONTO, ONTARIO--(Marketwired - June 23, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Automotive Finco Corp. (TSX VENTURE:AFCC)(TSX VENTURE:AFCC.DB) (AFCC or the Company) is pleased to announce that it has closed its previously announced bought deal prospectus and private placement financings (collectively, the Offerings) raising aggregate gross proceeds of approximately $40 million. The Company intends to use the aggregate net proceeds of the Offerings, together with cash on hand, to provide new unsecured debt financing, through Automotive Finance Limited Partnership, to three affiliates of AA Finance Co LP in the aggregate amount of $43,000,000 (the Investments) and for general corporate and working capital purposes.

Through a syndicate of underwriters led by Canaccord Genuity Corp. (the Underwriters), the Company raised aggregate gross proceeds of $20,003,500 by issuing, on a bought deal basis, 3,705,000 common shares (the Shares) at a price of $2.70 per Share and $10,000,000 aggregate principal amount of 6.75% convertible senior unsecured debentures due June 30, 2022 (the Debentures, and together with the Shares, the Securities) at a price of $1,000 per Debenture (the Prospectus Offering). The Debentures will be convertible at a price of $3.50 per common share, subject to adjustment in certain circumstances, and are not redeemable by the Company prior to July 1, 2019. On and after July 1, 2019, the Debentures may be redeemed at the option of the Company, in whole or in part, from time to time, at a redemption price equal to, from July 1, 2019 to and including June 30, 2020, 103%, from July 1, 2020 to and including June 30, 2021, 102%, and from July 1, 2021 to and including June 29, 2022, 101% of the principal amount of the Debentures to be redeemed, plus accrued and unpaid interest on the Debentures up to but excluding the date set for redemption. The Securities were offered in each of the provinces and territories of Canada pursuant to a short form prospectus dated June 20, 2017 filed by the Company in connection with the Prospectus Offering. The terms of the Debentures and the Prospectus Offering are more particularly described in the Company's short form prospectus which is available under the Company's profile on SEDAR at www.sedar.com.

Concurrently with the closing of the Prospectus Offering, the Company also sold, on a non-brokered private placement basis, $20,000,000 aggregate principal amount of the Debentures having the same terms described above (the Private Placement). In accordance with applicable securities laws, the Debentures issued under the Private Placement and any common shares to be issued on their conversion will be subject to a statutory four month and one day hold period expiring on October 24, 2017.

The TSX Venture Exchange has approved the supplemental listing of the Debentures which are expected to commence trading on or about June 26, 2017 under the symbol "AFCC.DB".

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.

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "expect", "believe", "estimate" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. In particular and without limitation, this news release contains forward-looking statements pertaining to the following: the Investments, including the amount and timing of the Investments; the trading of the Debentures; and, the use of proceeds of the Offerings.

Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause these differences include but are not limited to: the Company's failure to complete the Investments; anticipated and unanticipated costs; changes to general market and economic condition; defaults and changes in circumstances in respect of the Investments; changes in interest rates; and, changes to the Company's cash flow. In addition, other risks and uncertainties that may cause actual results to differ materially from forward-looking information can be found in AFCC's disclosure documents on the SEDAR website at www.sedar.com. AFCC does not undertake to update any forward looking information except in accordance with applicable securities laws.

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