Canaccord Genuity Growth II Corp. Announces Completion of Initial Public Offering and Exercise in Full of Over-Allotment Option

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, April 5, 2019 /CNW/ - Canaccord Genuity Growth II Corp. ("CGGC II") is pleased to announce the closing (the "Closing") of its initial public offering (the "Offering") of 33,350,000 of Class A restricted voting units of CGGC II (the "Class A Restricted Voting Units") (including 4,350,000 Class A Restricted Voting Units issued pursuant to the exercise in full of the over-allotment option granted by CGGC II to the Underwriters (as defined below)) at an offering price of $3.00 per Class A Restricted Units for gross proceeds of $100,050,000. The gross proceeds from the Offering were deposited into an escrow account pending completion of a qualifying transaction by CGGC II and will only be released upon certain prescribed conditions, as further described in CGGC II's final prospectus dated April 1, 2019 (the "Final Prospectus").

Each Class A Restricted Voting Unit is comprised of a Class A restricted voting share (a "Class A Restricted Voting Share") and one-half of a share purchase warrant (each whole warrant being referred to as a "Warrant"). Each Warrant will entitle the holder to purchase one common share of CGGC II (a "Common Share") for a purchase price of $3.45, commencing 65 days after the completion of its qualifying transaction and will expire on the day that is five years after the closing date of the qualifying transaction or earlier. Prior to  any  qualifying transaction, the Class A Restricted Voting Shares and Warrants comprising the Class A Restricted Voting Units will trade as a unit and may only be redeemed as a unit. Class A Restricted Voting Units will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.  Each Class A Restricted Voting Unit will separate following the closing of the qualifying transaction into one Common Share and one–half of a Warrant. Following completion of the qualifying transaction, (i) the Class A Restricted Voting Shares will convert into Common Shares and (ii) the Common Shares and the Warrants will separate and trade separately.

The Class A Restricted Voting Units will commence trading today on the Neo Exchange Inc. under the symbol CGGZ.UN. The Class B Units and Class B Shares (each as defined below) will not be listed prior to the qualifying transaction, as described in the Final Prospectus.

The Offering was distributed by a syndicate of underwriters co-led by Canaccord Genuity Corp. and Cormark Securities Inc. and including Eight Capital (the "Underwriters").

The sponsor of CGGC II is CG Investments Inc. III ("CGIII"), a wholly-owned subsidiary of Canaccord Genuity Group Inc. and an affiliate of Canaccord Genuity Corp. ("Canaccord Genuity"). Concurrent with the Closing, CGIII purchased 1,334,000 Class B units (the "Class B Units") of the Corporation (each consisting of one Class B share (a "Class B Share") and one-half of a Warrant) for a purchase price of $3.00 per Class B Unit, for aggregate proceeds of $4,002,000 to CGGC II. When aggregated with existing shares owned by CGIII (and assuming the separation of the Class B Units), CGIII owns 9,845,000 Class B Shares and 667,000 Warrants, representing an approximate 98.4% interest in the Class B Shares and approximately 22.7% of the total Class A Restricted Voting Shares and Class B Shares.

CGIII's position in CGGC II was acquired for investment purposes. CGIII is restricted from selling its Class B Shares and Class B Units as described in the Final Prospectus. CGIII may purchase and/or sell any Class A Restricted Voting Units it acquires from time to time, subject to applicable law. In connection with the Offering, and as Sponsor to CGGC II, CGIII entered into certain material agreements, all as described in the Final Prospectus.

CGGC II's head and registered offices are located at 2200-609 Granville Street, Vancouver,  BC V7Y 1H2.CGIII's head and registered offices are located at 161 Bay Street, Suite 3000 Toronto, Ontario M5J 2S1.

Goodmans LLP is acting as legal counsel to CGGC II and CGIII. McCarthy Tétrault LLP is acting as legal counsel to the Underwriters.

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933.

About Canaccord Genuity Growth Corp.
Canaccord Genuity Growth II Corp. is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a  qualifying transaction within a specified period of time.

About CG Investments Inc. III
CG Investments Inc. III is the sponsor of CGGC II. CG Investments Inc. III  is a wholly-owned subsidiary of Canaccord Genuity Group Inc., a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: capital markets and wealth management.

Forward-Looking Statements
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects CGIII's and CGGC II's current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond CGIII's or CGGC II's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the final prospectus of CGGC II dated April 1, 2019, a copy of which is available on SEDAR at www.sedar.com.  Neither CGIII nor CGGC II undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Canaccord Genuity Growth II Corp.

Canaccord Genuity Growth II Corp., Michael Shuh, Chairman and Chief Executive Officer, [phone]