LOMBARD STREET CAPITAL CORP. COMPLETES INITIAL PUBLIC OFFERING

TORONTO, Nov. 28, 2024 /CNW/ - Lombard Street Capital Corp. (TSXV: LSC.P) (the "Corporation"), is pleased to announce that it has completed its initial public offering of 30,000,000 common shares of the Corporation (the "Common Shares") at a purchase price of $0.10 per Common Share by way of a prospectus for gross proceeds of $3,000,000 (the "Offering").

The Corporation is a Capital Pool Company ("CPC") as defined in the policies of the TSX Venture Exchange Inc. (the "Exchange").  To date, the Corporation has not conducted operations of any kind and has not entered into an "Agreement in Principle", as such phrase is defined in Exchange Policy 2.4 – Capital Pool Companies (the "CPC Policy"). The only business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with the policies of the Exchange.

Insiders of the Corporation acquired an aggregate of 1,300,000 Shares. Accordingly, the Offering constituted to that extent a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") requiring the Corporation, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval thereof. The Corporation has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b), respectively, of MI 61-101 in respect of such insider participation.

When combined with the Corporation's cash proceeds raised prior to the Offering ($1,042,105.30 in seed financing as more fully described in the Corporation's prospectus dated September 26, 2024), the Corporation has raised total gross proceeds of $4,042,105 and has a total of 50,421,053 Common Shares issued and outstanding, of which 21,721,053 Common Shares are being held in escrow (in addition to 5,000,000 stock options). The net proceeds will be used to identify and evaluate assets of businesses for acquisition with a view to completing a "Qualifying Transaction" under the Capital Pool Company program of the Exchange.

iA Private Wealth Inc. (the "Agent") acted as agent in connection with the Offering.  For its services, the Agents received an administrative fee, a cash commission equal to 10% of the gross proceeds of the Offering (subject to a reduced commission of 6% of the gross proceeds of the Offering from the sale of Common Shares to certain purchasers designated by the Corporation) as well as options to purchase up to 2,564,985 Common Shares at an exercise price of $0.10 per Common Share, exercisable at any time prior to the earlier of (i) twenty-four months following the date on which the Corporation completes its Qualifying Transaction; and (ii) five years from the listing date of the Common Shares on the Exchange.

In connection with completion of the Offering, the Corporation granted stock options to the directors and officers of the Corporation, exercisable to acquire up to an aggregate of 3,000,000 Common Shares at any time until November 28, 2029, at a price of $0.10 per Common Share.

The Common Shares are expected to commence trading on the Exchange under the stock symbol "LSC" today, November 28, 2024. For further information please see the final prospectus of the Corporation dated September 26, 2024, filed under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Miller Thomson LLP acted as legal counsel to the Corporation and DS Lawyers Canada LLP acted as counsel to the Agent.

Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.

ABOUT THE CORPORATION

The Corporation is a CPC that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy, until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: 

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the satisfaction of conditions and the resumption of trading of the Common Shares.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; the listing of the Common Share on the Exchange; and completion of a Qualifying Transaction. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.  The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

SOURCE Lombard Street Capital Corp.

For further information, please contact: Lombard Street Capital Corp., Justin Reid, CEO & Director, [email protected], 647.244.1131