Northern Genesis Climate Solutions Corporation Files Amended and Restated Preliminary Prospectus for Initial Public Offering

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TORONTO, Oct. 13, 2021 /CNW/ - Northern Genesis Climate Solutions Corporation ("Northern Genesis" or the "Company") is pleased to announce that it has filed today an amended and restated preliminary prospectus (the "Amended and Restated Preliminary Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada in connection with its initial public offering (the "Offering") of units of Northern Genesis (the "Offered Units") at a price of $12.00 per Offered Unit (the "Offering Price"). The gross proceeds of the Offering are expected to be approximately $200 million and, together with the Management Investment described below, $220 million.

The Offering is being made through a syndicate of underwriters led by TD Securities Inc., RBC Capital Markets and Scotiabank, as lead underwriters and joint bookrunners, and including CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Desjardins Securities Inc., Raymond James Ltd. and iA Private Wealth Inc. (collectively, the "Underwriters").

Goodmans LLP is acting as legal counsel to Northern Genesis and Torys LLP is acting as legal counsel to the Underwriters.

Each Offered Unit will consist of one common share (a "Common Share") in the capital of the Company and one-half of a Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price per share of $15.00, at any time prior to the date that is 36 months following the closing of the Offering (the "Closing"). The Offered Units will separate into Common Shares and Warrants approximately 37 days following Closing.

Northern Genesis is a newly formed capital investment and management platform focused on investment opportunities aligned with society's transition to a sustainable energy future in (i) businesses involved in renewable electricity and fuels; (ii) energy efficiency opportunities and net zero carbon intensity transition; (iii) mobility transformation including transportation electrification and charging infrastructure; (iv) sustainable water and wastewater related businesses; and (v) other carbon reduction enabling opportunities. Its business objective is to maximize the Company's intrinsic value on a per share basis over the long-term through (a) achieving superior risk-adjusted investment performance on its own invested capital, and (b) fees earned by the Company in connection with institutional and other investors' capital to be solicited for future subsidiary investment vehicles.

Concurrent with the closing of the Offering, Northern Genesis Investments Corporation ("NGI"), a corporation controlled indirectly by Ian Robertson, the Chief Executive Officer of the Company and Chris Jarratt, the Executive Chair of the Board of the Company, has agreed to purchase, on behalf of certain individuals comprising the senior management team, units of the Company having the same terms as the Offered Units for an aggregate purchase price of approximately $20 million on a non-brokered, private placement basis at the Offering Price (the "Management Investment"). Closing of the Offering is conditional on the closing of the Management Investment. As part of the terms of the Management Investment, NGI will agree, subject to customary exceptions, to voluntarily lock-up and retain all of the Common Shares held upon the completion of the Offering and the Management Investment until the earlier of (i) the date upon which 80% or more of the net proceeds of the Offering have been invested and (ii) the third anniversary of the Closing. Additionally, NGI will covenant and agree, subject to customary exceptions, to voluntarily lock-up and retain 33⅓% of the Common Shares held upon the completion of the Offering and the Management Investment until the fifth anniversary of the closing date.

The Company has applied to list the Offered Units, Common Shares and Warrants (including the underlying Common Shares issuable on exercise of the Warrants) on the Toronto Stock Exchange (the "TSX") via the TSX Sandbox, an initiative intended to facilitate listing applications that may not satisfy all requirements and guidelines of the TSX, but due to facts or situations unique to a particular issuer otherwise warrant a listing on the TSX. Listing of the Offered Units, Common Shares, and Warrants on the TSX will be subject to Northern Genesis fulfilling all of the listing requirements of the TSX, save for those requirements for which an exemption or waiver is provided through the TSX Sandbox. Conditional listing approval has not yet been obtained and there can be no assurance that the Offered Units, Common Shares, and/or Warrants will be listed on the TSX or, if listed on the TSX, the specific listings conditions that the TSX will impose on Northern Genesis pursuant to the TSX Sandbox process.

Important Notice

The Amended and Restated Preliminary Prospectus contains important information relating to the Offered Units and the Offering and has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. The Amended and Restated Preliminary Prospectus is still subject to completion or amendment and has not yet become final for the purpose of a distribution of securities to the public in Canada. This press release does 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 province or territory of Canada prior to the time a receipt for the (final) prospectus of the Company or other authorization is obtained from the securities commission or similar authority in such province or territory. Copies of the Amended and Restated Preliminary Prospectus may be obtained from one of the Underwriters or under the Company's profile on SEDAR at www.sedar.com.

None of the Offered Units, the Common Shares, or the Warrants have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. Accordingly, the Offered Units may not be offered, sold or delivered, directly or indirectly, in the United States or to United States persons unless registered under the U.S. Securities Act and applicable state securities laws, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking information. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "proposed", "expects", "intends", "may", "will", and similar expressions. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the details of the Offering; completion of the Offering; the listing the Offered Units, Common Shares, and Warrants on the TSX; the details of the Management Investment; and the business of Northern Genesis.

Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although Northern Genesis believes that the expectations reflected in such forward–looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such forward looking information include, but are not limited to, negotiations with the Underwriters concerning the particulars of the Offering and the Management Investment; comments from securities regulatory authorities on the Amended and Restated Preliminary Prospectus and conditions of same for issuing a receipt for the (final) prospectus; the listing or other conditions imposed by the TSX for the listing of the Offered Units, Common Shares, and Warrants; and other regulatory approvals required for the closing of the Offering and the Management Investment. The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of Northern Genesis based on information currently available to the Company.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.

SOURCE Northern Genesis Climate Solutions Corporation

Malcolm Buxton-Forman, Chief Financial Officer, [email protected]