Faircourt Gold Income to list on TSX on Nov. 16
2007-11-14 19:58 MT - New Listing
TSX bulletin 2007-1610
An application has been granted for the original listing in the industrial category of up to 17.25 million Class A shares and up to 5.75 million Class A share purchase warrants of Faircourt Gold Income Corp., of which up to 10 million Class A shares and up to five million warrants will be issued and outstanding, and up to 7.25 million Class A shares and up to 750,000 warrants will be reserved for issuance upon completion of a public offering. Listing of the Class A shares and warrants will become effective at 5:01 p.m. on Thursday, Nov. 15, 2007, in anticipation of the offering closing on Nov. 16, 2007. The Class A shares and warrants will be posted for trading at the open on Friday, Nov. 16, 2007.
Each whole warrant will entitle the holder to purchase one Class A share at a subscription price of $10 at 4 p.m. (Toronto time) on either Oct. 30, 2009, or May 31, 2010. The warrants may only be exercised on these two dates. Warrants not exercised by 4:01 p.m. (Toronto time) on May 31, 2010, will be void and of no value. A fee of 15 cents per warrant will be payable by the company at the time a warrant is exercised to the dealer whose client is exercising the warrant and 10 cents per warrant will be payable to the agents. The warrants will be governed by the terms of a warrant indenture dated Oct. 30, 2007, between the company and CIBC Mellon Trust Co. The warrant indenture provides for appropriate adjustments to the warrants in the event of stock dividends, subdivisions, consolidations and other terms of the capital reorganization.
Registration of interests in and transfers of Class A shares and the warrants will be made only through the book-entry-only system of CDS Clearing and Depository Services Inc. Class A shares and warrants must be purchased, transferred and surrendered for retraction only through a CDS participant. Beneficial owners of Class A shares and warrants will not have the right to receive physical certificates evidencing their ownership.
Additional information on the Class A shares and warrants may be found in the final prospectus dated Oct. 30, 2007, which is available at www.sedar.com. Capitalized terms not otherwise defined are as defined in the prospectus.
Class A share symbol: FGX
Class A share Cusip No.: 30376T 10 9
Class A trading currency: Canadian dollars
Warrant symbol: FGX.WT
Warrant Cusip No.: 30376T 11 7
Warrant trading currency: Canadian dollars
Designated market-maker: Byron Securities Ltd.
Other markets: None
Incorporation: The company was incorporated under the laws of the Province of Ontario by Articles of Incorporation dated Sept. 6, 2007.
Manager: Faircourt Asset Management Inc.
Option adviser: Connor, Clark & Lunn Capital Markets Inc.
Fiscal year-end: Dec. 31
Transfer agent and registrar: CIBC Mellon Trust Co. has been appointed as transfer agent and registrar for the Class A shares and warrants at its principal office in Toronto
Nature of business: The company has been created to provide investors with exposure to the leading global companies primarily involved in gold exploration, mining or production on the S&P TSX Global Gold Index, while also providing monthly distributions.
Distributions: The company intends to pay monthly distributions. The initial indicative distribution of the company is 4.17 cents per Class A share per month (50 cents per Class A share per year) representing a yield of 5 per cent per year based on the $10-per-unit issue price. Commencing in 2008, the company will annually determine and announce each November an indicative distribution amount for the following calendar year based upon the prevailing market conditions and the estimate by the manager of distributable cash flow for the year. The amount of distributions may fluctuate from month to month and there can be no assurance that the company will make any distribution in any particular month or months. The company may make additional distributions in any given year.
Public offering: Pursuant to the terms of the prospectus, up to 10 million units are being offered to the public at a price of $10 per unit by CIBC World Markets Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Capital Corp., Dundee Securities Corp., HSBC Securities (Canada) Inc., Raymond James Ltd., Blackmont Capital Inc., Desjardins Securities Inc., Richardson Partners Financial Ltd. and Wellington West Capital Inc., as agents. In addition, the underwriters have been granted an overallotment option to purchase up to 15 per cent of the total number of Class A shares and up to 15 per cent of the total number of warrants issued at closing. The units will separate into Class A shares and warrants immediately upon issue.
