TSX Venture Exchange Stock Maintenance Bulletins

Capitalization:

unlimited 

shares with no par value of which

17,800,789

shares are issued and outstanding

Escrow:

nil

Transfer Agent:

AST Trust Company

Trading Symbol:

AM 

(new)

CUSIP Number: 

00401G109

(new)

Offering:

CDN$19,428,000 aggregate principal amount of 6.25% Unsecured Convertible Debenture Units, comprising of 19,428 Debenture Units (including 2,428 units of underwriter’s over-allotment option that was partially exercised).

Unit Price:

CDN$1,000 per Debenture Unit. Each Debenture Unit consists of: (i) one 6.25% convertible unsecured debenture in the principal amount of $1,000 (each a “Debenture”), with each such Debenture convertible into common shares at CDN$12.60 principal amount per share until June 30, 2026; and (ii) 79 share purchase warrants (each a “Warrant”), with each such Warrant being exercisable into one common share at CDN$12.60 for a 24 month period.

Underwriter(s):

Canaccord Genuity Corp., Echelon Wealth Partners Inc., Industrial Alliance Securities Inc., Raymond James Ltd., TD Securities Inc., GMP Securities L.P., CIBC World Markets Inc. and Laurentian Bank Securities Inc.

Underwriter(s) Commission:

An aggregate of CDN$1,126,680 in cash.

Jurisdiction:

Ontario

Capitalization:

CDN$19,428,000 Debentures are issued and outstanding

Transfer Agent: 

TSX Trust Company

Trading Symbol:

FCA.DB

CUSIP Number: 

318322AA2

Maturity Date:

June 30, 2026

Redemption:

(i) The Initial Debentures will be redeemable in accordance with the terms of Article 4 of the Trust Indenture, provided that the Initial Debentures will not be redeemable prior to June 30, 2022. On and after June 30, 2022, but prior to June 30, 2024, the Debentures will be redeemable, in whole or in part, at a price equal to the principal amount thereof, plus accrued and unpaid interest from and including the last interest payment date to, but excluding the date fixed for redemption, by not less than 30 days’ prior notice to the holders, provided the weighted average trading price of the Shares for 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given, is not less than 125% of the Conversion Price. On and after June 30, 2024 and prior to the Maturity Date, the Debentures will be redeemable, in whole or in part, at a price equal to the principal amount thereof, plus accrued and unpaid interest from and including the last interest payment date to, but excluding the date fixed for redemption, by not less than 30 days’ prior notice to the holders.

(ii) Upon a change of control of the Company, holders of the Debentures will have the right to require the Company to repurchase their Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control, at a price equal to 101% of the principal amount of the Debentures then outstanding plus accrued and unpaid interest thereon. If 90% or more of the principal amount of the Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Debentures at such price

Interest:

6.25% payable in equal semi-annual payments in arrears on June 30 and December 31 in each year (with the exception of the first interest payment, which will include interest from and including the date of closing of the Offering), the first such payment to fall due on December 31, 2019

Subordination:

The payment of principal and interest on the Debentures is subordinated in right of payment to the extent set forth in the Trust Indenture to the prior payment of secured indebtedness and other liabilities of the Corporation

Conversion:

Each Debenture will be convertible into common shares of the Company (the “Debenture Shares”), which are listed on the TSX Venture Exchange under ticker symbol “FCA”, at the option of the holder at any time prior to earlier of (i) the close of business on the Maturity Date; or (ii) the Business Day immediately preceding the date specified by the Corporation for redemption, subject to the satisfaction of certain conditions, by notice to the holders of Debentures in accordance with Sections 2.4(c) and 4.3 of the Trust Indenture, to convert any part, being CDN$1,000 or an integral multiple thereof, of the principal amount of a Debenture into Debenture Shares at the price of CDN$12.60 per Debenture Share.

Day Count Type:

365

Interest Start Date:

August 08, 2019

First Coupon Date:

December 31, 2019

Coupon Dates:

June 30 and December 31

Clearing and Settlement:

The Debentures will clear and settle through CDS.

Board Lot:

The Debentures are in denominations of $1,000 and will trade in a board lot size of $1,000 face value.

Post – Consolidation

Capitalization:

Unlimited  

shares with no par value of which

12,042,648

shares are issued and outstanding

Escrow

Nil  

shares are subject to escrow

Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

EYC                

(UNCHANGED)

CUSIP Number:

30233R304       

(new)

Commence Date:

At the opening on Monday August 19, 2019, the Common shares will be listed and IMMEDIATELY HALTED on TSX Venture Exchange pending receipt and review of acceptable documentation regarding the Capital Pool Company listing pursuant to Exchange Policy 2.4

Corporate Jurisdiction:

Alberta

Capitalization:

Unlimited common shares with no par value of which 18,000,000 common shares are issued and outstanding

Escrowed Shares:

3,000,000 common shares

Transfer Agent:

TSX Trust Company

Trading Symbol:

ROSV.P

CUSIP Number:

776403 10 7

Sponsoring Member:

Mackie Research Capital Corporation

Agent’s Options:

1,500,000 non-transferable stock options. One option to purchase one share at $0.10 per share up to 24 months from the date of listing.

Company Contact:

John Gamble, President and CEO

Company Address:

1600, 333-7^th Avenue SW Calgary, AB T2P 2Z1

Company Phone Number:

(289) 686-3077

Company Email Address:

jgamble@onlineniagara.ca