Further to its bulletin dated Aug. 28, 2024, the Toronto Stock Exchange reports that FG Acquisition Corp. and its sponsors, FGAC Investors LLC and CG Investors VII Inc., entered into a qualifying transaction agreement on May 3, 2024, with Strong Global Entertainment Inc. and Strong/MDI Screen Systems Inc. (MDI). Pursuant to the transaction, FG Acquisition acquired all of the equity interest of MDI and changed its name to Saltire Capital Ltd.

According to the TSX, the Class A restricted voting shares of FG Acquisition, unless previously redeemed, converted on a one-to-one basis into common shares of Saltire. Saltire became the successor to FG Acquisition under the warrant agreement (as defined below), and each outstanding FG Acquisition warrant continues and remains outstanding as a warrant, and entitles the holder to acquire, for payment of the exercise price, one common share of Saltire. The qualifying transaction closed on Sept. 25, 2024, and constituted Saltire's qualifying acquisition under Part X of the TSX company manual.

The TSX reports that Saltire common shares and warrants will be listed and posted for trading on the TSX at the open on Sept. 30, 2024. There will be 5,259,068 common shares and 10.1 million warrants issued and outstanding, with 11.6 million common shares reserved for issuance. The common shares will trade under the symbol SLT.U, in U.S. dollars and with Cusip No. 795927 10 2, and the warrants will trade under the symbol SLT.WT.U, in U.S. dollars and with Cusip No. 795927 11 0. The Class A shares and warrants of FG Acquisition will be halted at the open on Sept. 30, 2024, and delisted at the close on the same day.

According to the TSX, Saltire is a long-term capital partner that intends to invest in equity, debt and/or hybrid securities of private companies. It is intended that investments made by Saltire in portfolio companies will consist of meaningful and influential stakes in carefully selected private companies that the manager believes are undervalued, and target assets and businesses with high barriers to entry, predictable revenue streams and cash flows, and defensive characteristics, with a view to significantly improve the fundamental value of such portfolio companies over the long term.

The payment of cash dividends will be dependent upon Saltire's revenues and earnings, if any, capital requirements, and general financial condition, and will be at the discretion of Saltire's board at that time. Saltire's transfer agent and registrar is TSX Trust Company at its principal office in Toronto, and its fiscal year-end is Dec. 31. The designated market-maker is Integral Wealth Securities Ltd.

As a result of the completion of the qualifying transaction, each Saltire warrant will be exercisable for one common share commencing 65 days following closing of the qualifying transaction. Each Saltire warrant will be exercisable for one common share at $11.50 (U.S.) per share. The warrants will expire at 5 p.m. Toronto time on Sept. 25, 2029 (the day that is five years following closing of the qualifying transaction) or may expire earlier if the expiry date is accelerated.

Saltire may accelerate the expiry date of the outstanding warrants by providing 30 days of notice if, and only if, the closing price of the Saltire common shares equals or exceeds $18 (U.S.) per common share (as adjusted) for any 20 trading days within a 30-trading day period, in which case the expiry date shall be the date that is 30 days following the date on which such notice is provided.

The TSX notes that the warrants are governed by the terms of the warrant agreement dated April 5, 2022, between FG Acquisition and TSX Trust Company, as supplemented by the supplemental warrant agreement dated Aug. 10, 2023. The warrant agreement provides for appropriate adjustments to the rights of warrantholders in the event of stock splits or combinations, stock dividends, extraordinary dividends, reorganizations, and recapitalizations.

For more information, see FG Acquisition's final non-offering long form prospectus dated Aug. 2, 2024, available on SEDAR+.