Mr. Gregg Ruhl reports
ALGOMA CENTRAL CORPORATION ANNOUNCES INCREASE TO PREVIOUSLY ANNOUNCED BOUGHT DEAL OFFERING OF 6.20% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
Algoma Central Corp., due to strong demand, has entered into a revised agreement with a syndicate of underwriters led by CIBC Capital Markets to increase the size of the previously announced offering. Under the revised agreement, the underwriters have agreed to purchase $70-million aggregate principal amount of 6.20 per cent convertible unsecured subordinated debentures at a price of $1,000 per debenture. Algoma has also granted the underwriters an overallotment option to purchase up to an additional $10.5-million aggregate principal amount of debentures at the same price exercisable in whole or in part at any time for a period of 30 days following closing.
Concurrent with the increased public offering, Algoma and E-L Financial Corp. Ltd. have also agreed to increase the size of the non-brokered private placement. Under the revised concurrent private placement, Algoma has agreed to issue, on a non-brokered private placement basis, $20-million aggregate principal amount of debentures to E-L on the same terms as the public offering. The securities issued pursuant to the concurrent private placement will be subject to a statutory hold period of four months and one day from the date of closing.
The debentures will mature on Dec. 31, 2031, and will bear interest at an annual rate of 6.20 per cent, payable semi-annually on June 30 and Dec. 31 of each year, commencing June 30, 2027. At the holder's option, the debentures may be converted into common shares of Algoma at any time prior to the close of business on the earlier of Dec. 31, 2031, and the business day immediately preceding the date specified by Algoma for redemption of the debentures. The conversion price will be $46.95 per share, subject to adjustment in certain circumstances.
The debentures will not be redeemable before Dec. 31, 2029. On and after Dec. 31, 2029, and prior to Dec. 31, 2030, the debentures may be redeemed in whole or in part from time to time at Algoma's option, at par plus accrued and unpaid interest, provided that the volume weighted average trading price of the shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125 per cent of the conversion price. On and after Dec. 31, 2030, and prior to the maturity date, Algoma may, at its option, redeem the debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
Algoma expects to use the net proceeds of the public offering and the concurrent private placement to finance new-build investments, for mergers and acquisitions, and for general corporate purposes.
The public offering and the concurrent private placement are expected to close on or about Nov. 4, 2026, and are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. The closing of the public offering and the concurrent private placement are contingent upon closing of the other.
A preliminary short form prospectus will be filed by Oct. 23, 2026, with the securities regulatory authorities in all provinces of Canada in connection with the public offering.
Early warning disclosure
Assuming the concurrent private placement closes, E-L will acquire beneficial ownership of and control or direction over $20-million principal amount of debentures pursuant to the concurrent private placement.
Prior to the acquisition, E-L and other joint actors, beneficially owned or controlled 29,340,740 shares. These shares represented approximately 72.33 per cent of Algoma's issued and outstanding shares on an undiluted basis.
Assuming the concurrent private placement closes, E-L and other joint actors will beneficially own or control $20-million principal amount of debentures, which could be convertible into 425,985 shares, and 29,340,740 shares for a total beneficial ownership of 29,766,725 shares, representing approximately 72.61 per cent of Algoma's issued and outstanding shares on a partially diluted basis, assuming conversion of E-L's debentures into shares.
On an as adjusted basis taking into account a previous share split undertaken by Algoma and assuming the concurrent private placement closes, this would result in E-L and other joint actors having beneficially acquired more than 2 per cent of the currently outstanding shares of Algoma on a partially diluted basis since E-L's previously filed early warning report and therefore triggering the requirement to make this disclosure.
The debentures were acquired by E-L for investment purposes. E-L and joint actors may acquire additional securities of Algoma or may sell securities of Algoma, in the future depending on market conditions, reformulation of plans and/or other relevant factors.
This news release is being issued pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires an early warning report to be filed under Algoma's profile on SEDAR+, containing additional information with respect to the foregoing matters. A copy of E-L's early warning report will appear on Algoma's issuer profile on SEDAR+.
About Algoma Central Corp.
Algoma Central is a global provider of marine transportation, owning and operating dry and liquid bulk carriers that serve critical industries throughout the Great Lakes-St. Lawrence region and internationally. Focused on delivering exceptional customer service, utilizing fuel-efficient vessels and advancing innovative technologies, Algoma drives productivity while contributing to economic growth, strengthening communities and supporting its people. Algoma truly is Your Marine Carrier of Choice.
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