Tuckamore Capital Management Inc.

Tuckamore Capital Management Inc.

December 22, 2015 16:00 ET

Tuckamore Capital Management Inc. Announces Proposed Debt Refinancing With Significant Shareholder

TORONTO, ONTARIO--(Marketwired - Dec. 22, 2015) -


Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or the "Company") announced today that it has entered into an agreement with Canso Investment Counsel Ltd., in its capacity as portfolio manager for and on behalf of the certain accounts that it manages ("Canso"), to support and provide capital for certain senior debt issuances by Tuckamore. The senior debt issuances are contemplated to consist of: (i) C$176 million 8.00% Senior Secured Debentures issued by Tuckamore due 2026; and (ii) C$35 million 10.00% Second Lien Secured Convertible Debentures issued by Tuckamore due 2026 (collectively, the "Senior Debentures"). The Second Lien Secured Convertible Debentures will be convertible into common shares of the Company at a conversion price of $0.35. It is anticipated that up to $10 million of the Second Lien Secured Convertible Debentures will be made available to existing shareholders of the Company, subject to compliance with applicable securities laws. The proceeds of the Senior Debentures will be used to refinance certain existing indebtedness of the Company, including the existing 8.00% Secured Debentures of the Company due March 23, 2016 (the "Refinancing").

"Tuckamore is pleased to announce this engagement with Canso, a significant shareholder of the Company, as one of the steps being taken to refinance the Company's existing indebtedness," said Dean MacDonald, Executive Chair and Director of the Company. "This refinancing will provide stability to Tuckamore's capital base and establish a solid platform on which its businesses can continue to grow for the months and years to come."

The proposed Refinancing remains subject to the negotiation of definitive documentation, as well as any necessary regulatory and shareholder approvals. More information in connection with the proposed Refinancing will be provided in the coming weeks.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Tuckamore

Tuckamore (www.tuckamore.ca) has investments in four businesses representing a diverse cross-section of the Canadian economy.

Forward-looking information

This press release contains forward-looking information based on current expectations, including but not limited to Tuckamore's expectations in connection with the proposed Refinancing. Forward-looking information is often, but not always, identified by the use of the words "contemplate" and "anticipate" and statements that an event or result "may", "will", "should", "could" or "might" occur and any similar expressions or negative variations thereof. In providing forward-looking information in this press release, management of the Company has made numerous assumptions regarding the proposed Refinancing which it believes to be reasonable, including assumptions relating to: (i) the Company's existing and future business prospects and opportunities; (ii) the ability of the parties to negotiate and timely consummate the Refinancing on acceptable terms; (iii) the expected actions of third parties; and (iv) the outcome of the proposed Refinancing and related transactions and agreements including the expected use of proceeds. Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward-looking information.
Specific risks that could cause actual results to differ materially from those anticipated or disclosed herein include, but are not limited to: (i) the parties failing to negotiate acceptable definitive documentation relating to the proposed Refinancing; (ii) the Company not obtaining required regulatory and/or shareholder approvals and/or not meeting or being unable to meet conditions precedent to the completion of the proposed Refinancing; (iii) risks relating to third parties which may be involved in the proposed Refinancing; and (iv) the risk that the anticipated effects of the proposed Refinancing, if completed, may not result in the outcomes expected by management. In addition, general risks relating to capital markets, economic conditions, regulatory changes, changes in interest rates as well as the management and operations of the Company's business may also cause actual results to differ materially from those anticipated or disclosed herein. These and other risks and uncertainties relating generally to Tuckamore's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com. Forward-looking information are not guarantees of future performance, and management's assumptions upon which such forward-looking information are based may prove to be incorrect. Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by Tuckamore that its objectives or plans relating to the proposed Refinancing or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein and that such forward-looking information are provided solely for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made. Tuckamore disclaims any intention or obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by law.

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