CG Investments VII Inc. Files Early Warning Report

TORONTO, April 4, 2022 /CNW/ - On April 1, 2022, CG Investments VII Inc. ("CG VII") acquired 319,075 class B shares (the "Class B Shares") of FG Acquisition Corp. (the "Company"), a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia. The Company filed a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec, in respect of the Company's proposed initial public offering on March 28, 2022 (the "Offering"). The Offering is scheduled to close on April 5, 2022.

CG VII is one of the sponsors of the Company and a wholly-owned subsidiary of Canaccord Genuity Group Inc. and an affiliate of Canaccord Genuity Corp. CG VII acquired the 319,075 Class B Shares for US$0.0087 per share, for an aggregate purchase price of US$2,774.57 (or CAD$3,474.54). Prior to purchasing the Class B Shares, CG VII did not own any shares of the Company. After purchasing the Class B Shares, CG VII owns 11.1% of the issued and outstanding Class B Shares and 2.48% of the total issued and outstanding shares (including both the Class B Shares and class A restricted voting shares of the Company ("Class A Shares"), but without giving effect to the conversion of any convertible securities of the Company). In connection with closing of the Offering, CG VII expects to acquire 416,186 share purchase warrants of the Company for US$1.00 per warrant ("Sponsors' Warrants") and 183,122 share purchase warrants of the Company for US$0.10 per warrant (the "OTM Warrants" and together with the Sponsors' Warrants, the "Warrants"), for an aggregate purchase price of US$434,498.20 (or CAD$544,113.31). Each whole Warrant is exercisable to purchase one Class A Share.

In connection with the Offering, the Company granted Canaccord Genuity Corp. and Raymond James Ltd (the "Underwriters") an over-allotment option, exercisable within 30 days from the date of closing of the Offering, to purchase up to an additional 1,500,000 Class A Restricted Voting Units at a price of $10.00 per unit. In the event that the over-allotment option is not exercised, CG VII will relinquish 41,618 Class B Shares, such that they hold 277,457 Class B Shares and 2.22% of the total issued and outstanding shares (including both the Class B Shares and Class A Shares), but without giving effect to the conversion of any convertible securities of the Company. If the Underwriters exercise the over-allotment option in full, CG VII will own 319,075 Class B Shares and 2.22% of the total issued and outstanding shares (including both the Class B Shares and Class A Shares), but without giving effect to the conversion of any convertible securities of the Company. Further, CG VII expects to acquire an additional 62,427 Sponsors' Warrants in the event that the over-allotment option is exercised in full.

CG VII has acquired the Class B Shares and will acquire the Warrants for investment purposes. Subject to any restrictions on the transfer of such securities, CG VII will evaluate its investment from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its ownership of securities in the Company through market transactions, private agreements or otherwise.

The head office of the Company is located at:

1800-510 West Georgia Street
Vancouver, British Columbia
V6B 0M3

CG VII's address is:

161 Bay Street, Suite 3000
Toronto, Ontario
M5J 2S1

Forward-Looking  Statements

This press release may contain forward looking information within the meaning of applicable securities legislation, which reflects CG VII'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 CG VII's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. CG VII does not 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 CG Investments VII Inc.

CG Investments VII Inc., Michael Shuh, Managing Director & Head of Financial Institutions Group Banking, Canada and Investment Banking, Canaccord Genuity Corp., [email protected] or [phone]