THE BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE, WITHIN TWO BUSINESS DAYS THROUGH SEDAR+.
MONTRÉAL, April 20, 2026 (GLOBE NEWSWIRE) -- Groupe Dynamite Inc. ("Groupe Dynamite" or the "Company") (TSX: GRGD) announced today that 4370368 Canada Inc., a company controlled by Mr. Andrew Lutfy, our Chief Executive Officer (the "Selling Shareholder"), intends to offer for resale an aggregate of 2,700,000 subordinate voting shares (the "Offered Shares") at an offering price of $93.00 per Offered Share (the "Offering Price"), for aggregate gross proceeds of approximately $251 million (the "Offering"). The Offering is being made by a syndicate of underwriters led by BMO Capital Markets, as lead joint bookrunner and manager, and including Desjardins Capital Markets, National Bank Capital Markets, RBC Capital Markets, and TD Securities, as joint bookrunners, and (collectively, the "Underwriters") on a bought deal basis pursuant to a short form base shelf prospectus dated as of the date hereof (the "Shelf Prospectus") and a prospectus supplement that will be filed no later than April 22, 2026 (the "Prospectus Supplement").
The Selling Shareholder has also granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Offered Shares sold by it pursuant to the Offering, at the Offering Price (the "Option"). The Option may be exercised by the Underwriters for a period of 30 days from the closing date of the Offering. The Offering is expect to close on April 27, 2026.
Groupe Dynamite will not receive any proceeds from the sale of the Offered Shares by the Selling Shareholder.
Groupe Dynamite also announced today that it has agreed, concurrently with the closing of the Offering, to repurchase for cancellation subordinate voting shares from the Selling Shareholder at the Offering Price, for total consideration of approximately $51 million (the "Buyback") pursuant to an exemption order granted by the Autorité des marchés financiers. This represents approximately 2.6% of all current subordinate voting shares outstanding and 0.5% of all current shares outstanding of Groupe Dynamite. The Selling Shareholder is controlled, directly or indirectly, by Mr. Andrew Lutfy. Accordingly, Mr. Lutfy is a "related party" of the Company within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (in Québec, Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions) ("MI 61-101") since he holds, directly or indirectly, all of the multiple voting shares of the Company, entitling him to more than 10% of the voting rights attached to all of the issued and outstanding shares of Groupe Dynamite. Therefore, the Buyback constitutes a "related party transaction" within the meaning of MI 61-101. To review and evaluate the Buyback, the Board of Directors of the Company established a special committee of independent directors. Upon recommendation of the special committee, the Buyback was unanimously approved by the Board of Directors, with Messrs. Lutfy and Iliopoulos abstaining. Groupe Dynamite is exempted from the formal valuation and minority approval requirements pursuant to MI 61-101, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Buyback, represents more than 25% of ...
