Capitalight Announces Intention to Commence Superior Offer FOR Stone Investment Group Limited Debentures
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IC CAPITALIGHT ANNOUNCES INTENTION TO COMMENCE SUPERIOR OFFER FOR STONE
INVESTMENT GROUP LIMITED DEBENTURES
• Offer Price of $770 per Debenture
• Cash Offer for ALL Outstanding Debentures
• Offer will be open until at least December 20, 2021
• IC Capitalight urges Holders of Debentures not to tender to the Coercive Offer of Stone
Investment Group Limited
Toronto ON — December 6, 2021. IC Capitalight Corp. ("Capitalight") announced today its
intention to make a formal offer (the “Offer”) to acquire all of the outstanding debentures (the
“Debentures”) of Stone Investment Group Limited (“SIGL”) for all -cash consideration of $770
per Debenture. In addition, as announced by SIGL, Debentureho lders will receive an additional
$30 for the associated Warrants initially issued with the Debentures. In total, on acceptance of
the Offer, investors in original units issued by SIGL would receive a total consideration of $ 800
per unit, consisting of $ 770 per De benture pursuant to the Offer, plus $30 for the associated
Warrants pursuant to SIGL’s Warrant repurchase. The Offer represents a $ 100 premium to
SIGL’s own coercive offer for the Debentures announced on November 30, 2021 (the “SIGL
Offer”).
Capitalight urges holders of SIGL Debentures not to tender to the SIGL Offer a nd warns that the
SIGL Offer does not provide for any rights of withdrawal to Debentureholders. Under the terms
of the SIGL Offer, if 7,293 Debentures are deposited to the offer, SIGL, t hrough a subsidiary, will
acquire the deposited Debentures and immedia tely, unilaterally extend the maturity date of all
Debentures, including those not deposited and any deposited Debentures in excess of
maximum 7,293 Debentures that SIGL has offered to p urchase. Capitalight believes that this
so-called “First-Past-the-Post” feature of the SIGL Offer creates a coercive race to tender that
threatens any Debentureholders that may view the SIGL Offer as not providing fair value with
the risk that they could be left holding Debentures that will not mature for a further five years.
By announcing its intention to make a superior offer for the Debentures, Capitalight wishes to
assure Debentureholders that they do not need to respond to the SIGL Offer and will receive
much higher consideration for their Debentures than the SIGL Off er provides as well as
certainty of receiving ALL CASH consideration.
The Offer provides an opportunity for holders of Debe ntures to realize immediate liquidity and
certainty of value for their Debentures. Unlike the SIGL Offer, the Offer will not be subje ct to
pro-ration.
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Capitalight’s offer will be subject to a condition that at least 2,400 Debentures are deposited to
its offer. Capitalight currently owns 2,599 Debentures, representing 21.7% of the outstanding
Debentures. Capitalight has available cash plus financing commitments from directors, strategic
partners and lenders to purchase Debentures that may be tendered to the Offer.
Capitalight intends to keep the Offer open at least until December 20, 2021. The debentures
are identified as CUSIP 861649AA9.
Readers are cautioned that Capitalight may determine not to make the Offer if new information
that has a material adverse effect on the value of the Debentures is revealed subsequent to the
date this announcement , or if SIGL determines to engage with Ca pitalight to negotiate more
favourable treatment of the holders of the Debentures than that proposed in the SIGL Offer.
Accordingly, there can be no assurance that the Offer will be made or that the final terms of the
Offer will be as set out in this news release.
About IC Capitalight Corp.
Capitalight ope rates as a merchant bank that pursues value -based investment opportunities
through a portfolio of companies, securities and mineral properties. The securities investments
consist primarily of Stone Deben tures. The Company’s business operations include Ca pitalight
Research Inc., a wholly owned subsidiary that that publishes proprietary subscription research
reports focused on the gold, silver and critical metals sectors, Canadian preferred shares, bonds
and economics. The mineral exploration business cons ists of the Blue Lake Cu -Ni-Pt-Pd
property near Schefferville, Quebec. To learn more about Capitalight please visit
http://www.capitalight.co or contact us at: [email protected]
Questions about Capitalight’s Offer may be directed to:
Christine Carson
Carson Proxy
416-804-0825
Forward-Looking Information
This news release includes certain “forward -looking statements” under applicable Canadian
securities legislation that are not historical facts. Forward -looking statements involve risks,
uncertainties, and other factor s that could cause actual results, performance, prospects , and
opportunities to differ materially from those expressed or implied by such forward -looking
statements.
Cautionary Statement Respecting the Proposed Offer
Capitalight has not yet commenced the Offer noted above. The Offer document will contain important
information about the Offer and should be read in its entirety by SIGL Debentureholders. After the Offer
is commenced, SIGL Debentureholders will be able to obtain, at no charge, a copy of the Offer document
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under SIGL’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com . This announcement is for informational purposes only and does not constitute or
form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose
of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise
acquire or subscribe for any security.