FG ACQUISITION CORP. ANNOUNCES RECEIPT OF FINAL PROSPECTUS AND ANTICIPATED CLOSING TIMELINE OF QUALIFYING ACQUISITION

TORONTO, Aug. 2, 2024 /CNW/ - FG ACQUISITION CORP. (TSX: FGAA.U) (TSX: FGAA.WT.U) (the "Corporation") announced today that, having obtained a receipt for its final prospectus dated August 2, 2024 (the "Final Prospectus") with respect to its Qualifying Acquisition (as defined below), the Corporation anticipates that the Qualifying Acquisition will close in September 2024.

The Final Prospectus, which was filed with the securities regulatory authorities in each of the provinces and territories of Canada (except for Quebec), contains details of the Corporation's proposed acquisition (the "Qualifying Acquisition") from Strong Global Entertainment, Inc. ("Strong Global") of Strong/MDI Screen Systems, Inc. ("MDI"), and is available on SEDAR+ at www.sedarplus.ca. The Corporation will mail the Final Prospectus to holders of the Class A restricted voting shares (the "Class A Restricted Voting Shares") of the Corporation over the course of the coming days.

In connection with the Qualifying Acquisition, holders of Class A Restricted Voting Shares have the right to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their Class A Restricted Voting Shares prior to 5:00 p.m. (Toronto time) on the date to be announced by the Corporation by way of news release (the "Redemption Election Deadline") in accordance with the instructions contained in a notice of redemption (the "Notice of Redemption"). Once the Redemption Election Deadline is determined, the Corporation will prepare and mail the Notice of Redemption to all holders of the Class A Restricted Voting Shares and will make the Notice of Redemption available on SEDAR+ at www.sedarplus.ca.

In connection with the Qualifying Acquisition, holders of share purchase warrants of FGAC (the "IPO Warrants"), other than FGAC Investors LLC and CG Investments VII Inc. (collectively, the "Sponsors"), have the right to require the Sponsors to acquire all or a portion of their IPO Warrants for US$1.25 per IPO Warrant, provided that they deposit their IPO Warrants prior to 5:00 p.m. (Toronto time) on the date to be announced by the Corporation by way of news release (the "IPO Warrant Deposit Deadline"), in accordance with the instructions contained in a notice of qualifying transaction (the "Notice of Qualifying Transaction"). Once the IPO Warrant Deposit Deadline is determined, the Corporation will prepare and mail the Notice of Qualifying Transaction to all holders of the IPO Warrants and will make the Notice of Qualifying Transaction available on SEDAR+ at www.sedarplus.ca.

Advisors

Goodmans LLP is acting as legal counsel to the Corporation. Gowling WLG is acting as legal counsel to Strong Global and MDI.

About FG Acquisition Corp.

FG Acquisition Corp. is a special purpose acquisition company incorporated under the laws of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation. Kyle Cerminara serves as Chairman, Larry Swets, Jr. serves as Director and Chief Executive Officer, and Hassan R. Baqar serves as Director and Chief Financial Officer of the Corporation. In addition, Robert I. Kauffman, a former co-founder and Principal of Fortress Investment Group, serves as a Senior Advisor to the Corporation.

Forward‐Looking Statements 

This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events, including the closing date of the Qualifying Acquisition. 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 the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. The Corporation does not 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 FG Acquisition Corp.

FOR FURTHER INFORMATION PLEASE CONTACT: FG Acquisition Corp., Hassan R. Baqar, Director and Chief Financial Officer, [phone], [email protected]