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Rockpoint Gas Storage to trade on if, when-issued basis

2025-10-07 19:46 ET - New Listing

The Toronto Stock Exchange that it has conditionally approved an application for the listing of the Class A shares of Rockpoint Gas Storage Inc., subject to completion of a proposed public offering of these securities, as described in the company's amended and restated preliminary base PREP prospectus dated Sept. 26, 2025, amending and restating the preliminary base PREP prospectus dated Sept. 18, 2025. According to the TSX, the offering consists of an initial public offering (IPO) of Class A shares by the company from treasury and, if the overallotment option is exercised, a secondary offering of Class A shares held by the selling shareholders, which are affiliates of Brookfield Infrastructure. It is anticipated that, in the next few days, the company will file a final base PREP prospectus and a supplemented PREP prospectus for its offering of Class A shares.

As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, the TSX will post the Class A shares for trading on an if, as and when-issued basis under the symbol RGSI and with Cusip No. 773915 10 3. Before the Class A shares are posted for trading on such basis, the TSX will issue a bulletin confirming both the pricing and the expected closing date for the offering. If and when the offering closes, the Class A shares will be listed on the TSX. The TSX notes that the Class A shares will trade in Canadian dollars. The temporary market-maker is W.D. Latimer Co. Ltd.

Subject to the closing of the offering, all trades in the shares on and before the trading day immediately preceding the closing date will be for special settlement on the closing date and will appear on the settlement report from CDS Clearing and Depository Services Inc. If the offering does not close, all of the if, as and when-issued trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Class A shares under the offering may sell such securities in the if, as and when-issued market without being subject to restrictions on short sales. Parties who are not entitled to receive Class A shares under the offering must comply with the short sale rule in all respects for any sales they make in the if, as and when-issued market. If and when the offering closes, there will be no further trading in the shares on an if, as and when-issued basis and the Class A shares issued at such closing will trade on a regular settlement basis.

According to the TSX, the company will hold a 40-per-cent interest in a business that owns and operates a portfolio of natural gas storage facilities in North America. It currently intends to pay a quarterly dividend in an amount based on its share of the OpCos distributable cash flow. The company's transfer agent and registrar is Computershare Trust Company of Canada at its principal office in Calgary, and its fiscal year-end is March 31.

As stated in the prospectus, the company's offering will consist of: an IPO of 22 million Class A shares, at a price of between $19 and $22 per Class A share, for gross proceeds to the company of approximately $418-million to $484-million; and, if the overallotment option is exercised, a secondary offering of up to 3.3 million Class A shares at the offering price, for gross proceeds to the selling shareholders of approximately $62.7-million to $72.6-million.

Subsequently, the company announced an upsize to the IPO for expected gross proceeds to the company of between $608-million and $704-million. Please refer to the company's news release dated Oct. 6, 2025, for more information. The syndicate of underwriters comprises RBC Dominion Securities Inc. and J.P. Morgan Securities Canada Inc., as lead underwriters, and Wells Fargo Securities Canada, Ltd., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., ATB Securities Inc., Desjardins Securities Inc., and Peters & Co. Ltd.

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