Mercer Park Opportunities Corp. Announces Exercise and Closing of Over-Allotment Option for Additional U.S.$12,500,000 in Gross Proceeds

TORONTO, Aug. 20, 2024 /CNW/ - Mercer Park Opportunities Corp. ("Mercer Park Opportunities" or the "Company") is pleased to announce that, further to the U.S.$200,000,000 initial public offering (the "Offering") of Class A restricted voting units (the "Class A Restricted Voting Units") which closed on July 22, 2024, Canaccord Genuity Corp., as sole underwriter of the Offering (the "Underwriter"), has exercised its over-allotment option in part (the "Over-Allotment Option") to purchase an additional 1,250,000 Class A Restricted Voting Units under the Over-Allotment Option, at a price of U.S.$10.00 per Class A Restricted Voting Unit. As a result of the exercise of the Over-Allotment Option, an aggregate of 21,250,000 Class A Restricted Voting Units have been issued and an aggregate of U.S.$212,500,000 has been deposited into an escrow account and will only be released upon certain prescribed conditions, as further described in the final prospectus dated July 16, 2024 (the "Final Prospectus").

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.

The Corporation's sponsor is Mercer Park III, L.P. ("Sponsor" or "Mercer Park"), a limited partnership indirectly controlled by Mercer Park, L.P., a privately-held family office investment specialist based in Miami, Florida. The Company's strategy is to leverage the Sponsor's executive leadership and cannabis expertise, investment experience and network, together with its team of employees, in order to identify and execute an attractive qualifying acquisition.

Our Sponsor previously purchased an aggregate of 600,000 share purchase warrants (the "Founders' Warrants") at an offering price of U.S.$1.00 per Founders' Warrant (for an aggregate purchase price of U.S.$600,000), and an aggregate of 450,000 Class B units (the "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), in each case, concurrently with closing of the Offering. The founders of the Corporation (the "Founders") also purchased an aggregate of 5,872,625 Class B shares of the Corporation (the "Class B Shares"), also referred to as the "Founders' Shares", concurrently with closing of the Offering. Concurrent with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 18,750 Founders' Warrants (for an aggregate purchase price of U.S.$18,750) and 16,875 Class B Units (for an aggregate purchase price of U.S.$168,750), for aggregate proceeds of U.S.$187,500. Due to the partial exercise of the Over-Allotment Option, the Sponsor will forfeit an aggregate of 443,407 Founders' Shares. As a result, following the exercise of the Over- Allotment Option and forfeiture of the Founders' Shares, the Sponsor will own an aggregate of 5,414,218 Class B Shares, 466,875 Class B Units and 618,750 Founders' Warrants.

Each Class A Restricted Voting Unit issued in connection with the exercise of the Over-Allotment Option consists of one Class A restricted voting share (each, a "Class A Restricted Voting Share"), one share purchase warrant (each, a "Warrant") and one right (each, a "Right"). Each Warrant will entitle the holder to purchase one Class A Restricted Voting Share (and commencing 65 days following the closing of a qualifying acquisition, each Warrant is expected to represent the entitlement to purchase one subordinate voting share in the capital of the Company ("Subordinate Voting Share")) and each Right is expected to represent the entitlement to receive, for no additional consideration, one-tenth (1/10) of one Class A Restricted Voting Share following the closing of a qualifying acquisition (which at such time it is expected to represent the entitlement to receive one-tenth (1/10) of a Subordinate Voting Share, subject to adjustments).

The Class A Restricted Voting Units trade on the Toronto Stock Exchange (the "Exchange") under the symbol "SPAC.V", and will separate into Class A Restricted Voting Shares, Warrants and Rights following close of business on September 3, 2024, and will trade under the symbols "SPAC.U", "SPAC.RT.U" and "SPAC.WT.U", respectively.

The Sponsor's position in the Company was acquired for investment purposes. The Sponsor is restricted from selling its Class B Shares, Class B Units (including the underlying securities, each consisting of one Class B Share, one  Warrant and one Right) and Founders' Warrants, as described in the Final Prospectus. The Sponsor may purchase and/or sell any Class A Restricted Voting Units, Class A Restricted Voting Shares, Warrants and/or Rights from time to time, subject to applicable law. In connection with the Offering, and as sponsor to the Company, the Sponsor entered into certain material agreements, all as described in the Final Prospectus.

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

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.

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. To obtain a copy of Mercer Park's early warning report in connection with the Offering, please contact Jonathan Sandelman at [phone].

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, intentions related to Mercer Park Opportunities qualifying acquisition 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