Mercer Park Opportunities Corp. Files Final Prospectus for Initial Public Offering of Units

Final Prospectus Accessible on SEDAR+

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, July 17, 2024 /CNW/ - Mercer Park Opportunities Corp. ("Mercer Park Opportunities" or the "Company") has  filed a final prospectus (the "Final Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, and has obtained a receipt therefor in respect of its initial public offering (the "Offering") of U.S.$200,000,000 of Class A Restricted Voting Units ("Class A Restricted Voting Units"). The proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon certain prescribed conditions.

Mercer Park Opportunities is a newly organized special purpose acquisition corporation incorporated as an exempted company under the laws of the Cayman Islands for the purpose of effecting 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 Company, (our "qualifying acquisition"). Mercer Park Opportunities intends to focus the search for target businesses that operate in cannabis and/or cannabis-related industries in the United States; however, Mercer Park Opportunities is not limited to a particular industry or geographic region for purposes of completing our qualifying acquisition. Mercer Park Opportunities intends to focus on acquiring one or more companies with an estimated aggregate enterprise value of up to U.S. $1 billion.

Mercer Park Opportunities' management team and board of directors is expected to be comprised of:

• Jonathan Sandelman, Chief Executive Officer, Chairman and Director
  • Founder of Ayr Wellness Inc., a leading United States multi-state operator in the cannabis industry which is a successor to Cannabis Strategies Acquisition Corp., the first cannabis-focused special purpose acquisition company, and Mercer Park Brand Acquisition Corp., a special purpose acquisition company that is a predecessor to Glass House Brands Inc.
• Joshua Snyder, Head of Mergers & Acquisitions
  • Previously served as the Head of Mergers & Acquisitions at The Cannabist Company Holdings Inc. (formerly Columbia Care Inc.), where he executed a M&A roll-up strategy, sourcing, negotiating and closing numerous acquisitions over a 3-year period.
• Stephen Andersons, Director
• Mina Mawani, Director
• Bernard Sucher, Director
• Carmelo Marrelli, Chief Financial Officer and Corporate Secretary

Each Class A Restricted Voting Unit has an offering price of U.S.$10.00 and consists of one Class A Restricted Voting Share, one share purchase warrant of the Company (each, a "Warrant"), and one right (each, a "Right"). Upon the closing of our qualifying acquisition, each Class A Restricted Voting Share would, unless previously redeemed, be automatically converted into one subordinate voting share of the Company and it is expected, subject to receipt of shareholder approval or exemptive relief, that each Class B Share (as defined below) would be automatically converted into one multiple voting share (expected to carry 25 votes per share) of the Company, as set forth in the memorandum and articles of association of the Company.

Each Warrant will become exercisable, at an exercise price of U.S.$11.00, commencing 65 days after the completion of our qualifying acquisition and will expire on the day that is five years after the completion of our qualifying acquisition or earlier, as described in the Final Prospectus.

Each Right will, following the closing of our qualifying acquisition, entitle the holder thereof to acquire 1/10th of a Class A Restricted Voting Share (and upon the closing of a qualifying acquisition, each Right is expected to represent the entitlement to acquire 1/10th of a Subordinate Voting Share) for a six month period, subject to anti-dilution adjustments, as described in the Final Prospectus.

The Offering is being distributed by Canaccord Genuity Corp. (the "Underwriter").

Mercer Park Opportunities has granted the Underwriter a non-transferable over-allotment option (the "Over-Allotment Option") to purchase up to an additional 3,000,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriter up to 30 days following closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering would be U.S. $230,000,000.

Prior to our qualifying acquisition, the Class A Restricted Voting Shares may only be redeemed upon the occurrence of certain events. Class A Restricted Voting Shares will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of certain prescribed amounts.

The Toronto Stock Exchange (the "Exchange") has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares, the Rights and the Warrants, under the symbols "SPAC.V", "SPAC.U", "SPAC.RT.U" and "SPAC.WT.U", respectively, with the Class A Restricted Voting Units separating into Class A Restricted Voting Shares, Rights and Warrants, 40 days following the closing of the Offering.  Listing will be subject to the Company fulfilling all of the listing requirements of the Exchange.

Mercer Park III, L.P. ("Mercer Park") is the sponsor of Mercer Park Opportunities, and is indirectly controlled by Jonathan Sandelman, our Chief Executive Officer and Chairman. Mercer Park intends to purchase an aggregate of 450,000 Class B Units ("Class B Units") at an offering price of U.S.$10.00 per Class B Unit (for an aggregate purchase price of U.S.$4,500,000) and 600,000 share purchase warrants ("Founders' Warrants") at an offering price of U.S.$1.00 per Founders' Warrant (for an aggregate purchase price of U.S.$600,000) simultaneously with the closing. Each Class B Unit consists of one Class B share of the Company ("Class B Share"), one Warrant and one Right. Mercer Park intends to purchase up to an additional 40,500 Class B Units at a price of U.S.$10.00 per Class B Unit and an additional 45,000 Founders' Warrants at a price of U.S.$1.00 per Founders' Warrant depending on whether the Over-Allotment Option is exercised in whole or in part.

The closing is expected to occur on or about July 22, 2024.

Stikeman Elliott LLP is acting as Canadian legal counsel to Mercer Park Opportunities and Mercer Park. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriter.

Access to the Final Prospectus and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a final prospectus and any amendment. The Final Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from Canaccord Genuity Corp. by phone at 416-869-3052 or email at [email protected] by providing the contact with an email address or address, as applicable.

The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. This press release is not an offer of securities for sale in the United States. "United States" and "U.S. persons" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.

About Mercer Park Opportunities Corp.

Mercer Park Opportunities is a newly organized special purpose acquisition corporation incorporated under the laws of the Cayman Islands for the purpose of effecting a qualifying acquisition.

About Mercer Park III, L.P.

Mercer Park is a limited partnership formed under the laws of Delaware that is indirectly controlled by Mercer Park, L.P., which is a privately-held family office based in Miami, Florida that is controlled by Jonathan Sandelman.

Forward-Looking Statements

This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects Mercer Park Opportunities' and Mercer Park'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 Mercer Park Opportunities' or Mercer Park'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. 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. Neither Mercer Park Opportunities nor Mercer Park 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 Mercer Park Opportunities Corp.

Jonathan Sandelman, Chief Executive Officer, Chairman and Director, Mercer Park Opportunities Corp., Chief Executive Officer, [email protected], 917-819-6685; Joshua Snyder, Mercer Park Opportunities Corp., Head of Mergers and Acquisitions, [email protected], 917-819-6685