ST. CATHARINES, Ontario--(BUSINESS WIRE)-- Algoma Central Corporation (“Algoma”) (TSX:ALC) is pleased to announce that it has filed a final short form prospectus (the “Final Prospectus”) with the securities commissions in each of the provinces of Canada.
The Final Prospectus qualifies the distribution of $70,000,000 aggregate principal amount of 6.20% convertible unsecured subordinated debentures (the “Debentures”) at a price of $1,000 per Debenture (the “Public Offering”). Algoma has also granted a syndicate of underwriters led by CIBC World Markets Inc. an over-allotment option to purchase up to an additional $10,500,000 aggregate principal amount of Debentures, on the same terms as the Public Offering, exercisable in whole or in part at any time for a period of up to 30 days following closing, to cover over-allotments, if any. If the over-allotment option is exercised in full, the total gross proceeds to be raised under the Public Offering will be $80,500,000.
Concurrent with the Public Offering and as previously announced, Algoma has also agreed to issue, on a non-brokered private placement basis, $20,000,000 aggregate principal amount of Debentures to E-L Financial Corporation (“E-L”) on the same terms as the Public Offering (the “Concurrent Private Placement”). 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 Public Offering and the Concurrent Private Placement are expected to close on or about November 4, 2026 and are subject to certain conditions, including, but not limited to, receipt of all necessary approvals. The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the Debentures and common shares of Algoma issuable on the conversion, redemption or maturity of the Debentures pursuant to the Public Offering and Concurrent Private Placement, subject to Algoma fulfilling all of the requirements of the TSX. The closing of the Public Offering and the Concurrent Private Placement are contingent upon closing of the other.
E-L’s participation in the Concurrent Private Placement, as an insider of Algoma, constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Algoma has relied on the exemption from the formal valuation requirements contained under section 5.5(a) of MI 61-101 and the exemption from the minority shareholder approval requirements contained in section 5.7(1)(a), as neither the fair market value of the Debentures to be issued to E-L under the Concurrent Private Placement or the consideration to be paid by such insider will exceed 25% of Algoma’s market capitalization.
FINAL SHORT FORM PROSPECTUS IS ACCESSIBLE THROUGH SEDAR+
Delivery of the Final Prospectus and any amendment thereto will be satisfied in accordance with the “access equals delivery” provisions of applicable securities legislation. The Final Prospectus is available on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from CIBC World Markets Inc. at 161 Bay Street, 5 Floor, Toronto, ON M5J 2S8, by telephone at (416) 956-6378 or by email at mailbox.canadianprospectus@cibc.com, by providing the contact with an email address or address, as applicable. Prospective investors should read the Final Prospectus in its entirety before making an investment decision. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 (the “Act”), as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
ALGOMA CENTRAL CORPORATION
Algoma Central Corporation 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™. Learn more at www.algonet.com.
FORWARD-LOOKING STATEMENTS
Certain information included in this press release is forward-looking, within the meaning of applicable Canadian securities laws. Much of this information can be identified by looking for words such as “believe”, “expects”, “expected”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words. In particular, this press release includes forward- looking statements pertaining to the proposed timing of completion of the Public Offering and Concurrent Private Placement, the total proceeds to be raised under the Public Offering and Concurrent Private Placement, and receipt of all necessary approvals, including the final approval of the TSX. Algoma believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon.
Forward-looking statements are based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, risks associated with the ability to satisfy regulatory and commercial closing conditions of the Public Offering and Concurrent Private Placement, the uncertainty associated with accessing capital markets and the risks related to Algoma’s business, including those identified in Algoma’s Annual Information Form for the fiscal year ended December 31, 2025 under the heading “Risks and Uncertainties to the Company”. Reference should be made to this additional information prior to making any investment decision. Forward-looking statements contained in this press release are made as of the date hereof and are subject to change. Algoma assumes no obligation to revise or update forward looking statements to reflect new circumstances, except as required by law.
