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

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

TORONTO, June 26, 2024 /CNW/ - June 26, 2024 — Mercer Park Opportunities Corp. ("Mercer Park Opportunities" or the "Company") has filed a preliminary prospectus dated June 26, 2024 (the "Preliminary Prospectus") with the securities regulatory authorities in all provinces and territories of Canada, except Quebec, in respect of its proposed 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, 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 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 and one share purchase warrant of the Company (each, a "Warrant"). 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 (the "Subordinate Voting Shares") 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 Preliminary 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 taxes payable and other prescribed amounts.

Mercer Park Opportunities has filed an application to list the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants on the Toronto Stock Exchange. Listing will be subject to Mercer Park Opportunities fulfilling all the listing requirements of the Toronto Stock 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") and one Warrant. 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.

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.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from the Underwriter. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The Preliminary Prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. Copies of the Preliminary Prospectus will be available on SEDAR+ at www.sedarplus.ca.

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 Preliminary 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.

Contacts: 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