MONTREAL, May 17, 2023 /CNW/ – Mercury Financing Corp. (“Mercury“) announces that on May 16, 2023, it has completed a distribution of 28,000,000 common shares (each a “Common Shares“) of Arianne Phosphate Inc. (“Arianne“) to its securityholders by way of a return of capital (the “Distribution“).

The Distribution was carried out both as a return of capital to securityholders of Mercury, and also to give each of them direct ownership of the Common Shares previously held by Mercury. Furthermore, in proceeding with the Distribution, Mercury has obtained more flexibility to acquire Common Shares under the terms of certain common share purchase warrants held by Mercury that are subject to a warrant exercise restriction (the “Warrants“). Mercury holds 32,000,000 non-transferable Warrants, exercisable at a price of $0.33 per share, for a period of 5 years from their date of issue, which are subject to a “warrant blocker” provision whereby Mercury shall not be entitled to exercise Warrants resulting in Mercury holding more than 19.9% of the issued and outstanding Common Shares of Arianne.  Following the Distribution, the effect of the warrant blocker is no longer significant given the present non-diluted position in Arianne.

Prior to the Distribution, Mercury owned and controlled 33,720,291 Common Shares, representing approximately 17.33% of the outstanding Common Shares of Arianne on a non-diluted basis. Following the Distribution, Mercury now beneficially owns and controls 5,270,291 Common Shares of Arianne representing approximately 2.94% of the outstanding Common Shares on a non-diluted basis, and 16.64% on a partially-diluted basis.

The Transaction is a private transaction that did not take place on any market or exchange. In accordance with applicable securities laws, Mercury may, from time to time and at any time, acquire additional Common Shares of Arianne and/or other equity, debt or other securities or instruments (collectively, “Securities“) of Arianne in the open market or otherwise, and Mercury reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Arianne and other relevant factors.

Information contained under the heading “Early Warning Disclosure” contained in this news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report. The early warning report respecting the acquisition will be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com under the Arianne’s profile. To obtain a copy of the early warning report filed by Mercury, or for more information, please contact:

SOURCE Mercury Financing Corp.