FG Acquisition Corp. Files Amended and Restated Material Change Report Regarding Proposed Acquisition of Strong/MDI Screen Systems, Inc.

TORONTO, July 30, 2024 /CNW/ - FG Acquisition Corp. (TSX: FGAA.U) (TSX: FGAA.WT.U) ("FGAC" or the "Corporation"), a special purpose acquisition company, announced today that it has amended and restated its material change report dated May 9, 2024 (the "Original MCR") regarding the Corporation's proposed acquisition (the "MDI Acquisition") of Strong/MDI Screen Systems, Inc. ("MDI") by FGAC pursuant to an acquisition agreement (the "Acquisition Agreement") dated May 3, 2024 between FGAC, Strong Global Entertainment Inc. ("Strong Global"), FGAC Investors LLC (the "FG Sponsor") and CG Investments VII Inc. (the "CG Sponsor" and, collectively with the FG Sponsor, the "Sponsors"), which will constitute FGAC's qualifying acquisition.

The amended and restated material change report (the "Amended and Restated MCR") is being filed to, among other things, include additional disclosures required under Section 5.2(1) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Corporation also announced that, notwithstanding its previous disclosure that the MDI Acquisition will require minority approval of the Corporation's shareholders as the transaction constitutes a "related party transaction" within the meaning of MI 61-101, FGAC has determined after consultation with its legal counsel that minority approval of the MDI Acquisition is not required for either the Class A Restricted Voting Securities (as the Corporation's Class A Restricted Voting Shares are not "affected securities" as such term is defined in MI 61-101) or the Class B Shares (as the only two holders of the Class B Shares are "interested parties" within the meaning of MI 61-101 and would therefore have to be excluded from any such vote). Accordingly, no shareholder approval will be sought to approve the MDI Acquisition.

About FGAC

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. The Corporation received $115 million of proceeds from its initial public offering which was completed on April 5, 2022 and the closing of the over-allotment option granted in connection with such initial public offering which was completed on April 20, 2022. The gross proceeds of the offering were placed in an escrow account with TSX Trust Company immediately thereafter and will be released upon consummation of the Qualifying Acquisition in accordance with the terms and conditions of the escrow agreement.

SOURCE FG Acquisition Corp.

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