Apollo FC Holdings Ltd. Confirms Effective Interest in Loop Energy Inc. Following Closing of Initial Public Offering

COLUMBUS, Ind., Feb. 25, 2021 /CNW/ - Apollo FC Holdings Ltd. (the "Acquiror") a wholly-owned indirect subsidiary of Cummins Inc., confirmed today that, in connection with and as a result of the initial public offering (the "Offering") of common shares ("Shares") of Loop Energy Inc. (the "Company") on the Toronto Stock Exchange, it acquired beneficial ownership of Shares of the Company.

The Acquiror acquired the Shares pursuant to and as a result of a pre-closing reorganization of the Company that was completed immediately prior to the closing of the Offering. Such pre-closing reorganization involved (i) an amalgamation of the Company with Loop Energy (VCC) Inc. and Loop Energy (VCC) II Inc. (the "Amalgamation"), (ii) the consolidation of all of the Series 1 Preferred Shares and Series 2 Preferred Shares in the Company ("Preferred Shares") held by the Acquiror on the basis of three pre-consolidation shares for one post-consolidation share, and (iii) the conversion of all of the Company's issued and outstanding Preferred Shares into Shares. The Acquiror did not acquire new common shares or other equity in the Company as a result of the Amalgamation or the Offering; its Preferred Shares were converted into the Shares as a result of the Amalgamation and the Offering.

Immediately prior to the completion of the Amalgamation and closing of the Offering, the Acquiror held 8,333,333 Series 1 Preferred Shares and 12,500,000 Series 2 Preferred Shares, representing an approximate 28% undiluted and 23.15% fully-diluted ownership interest in the Company. The Acquiror has held an interest in the Company since September 2019. Following the completion of the Amalgamation and closing of the Offering, the Acquiror beneficially owned 6,944,445 Shares, representing a 20.68% undiluted and 18.88% fully-diluted interest in the Company. Each Share was valued at $16.00 per common share on the closing of the Offering.

The Shares held by the Acquiror are being held for investment purposes and the Acquiror may, depending on market and other conditions, increase or decrease its beneficial ownership or control of the Shares whether through market transactions, private agreements, treasury issuances, or otherwise. 

In connection with the Amalgamation, the Acquiror and the Company entered into an investor rights agreement dated February 4, 2021 (the "Investor Rights Agreement"). The Investor Rights Agreement guarantees the Acquiror certain rights, including with respect to designating a nominee to the Company's Board of Directors, registration rights and pre-emptive rights. Further details regarding the Investor Rights Agreement are set forth in the final prospectus of the Company under the heading "Description of Share Capital ? Investor Rights Agreement" and a copy of the Investor Rights Agreement is available under the Company's issuer profile on SEDAR at www.sedar.com.

Pursuant to a lock-up agreement between the Acquiror and National Bank Financial Inc. dated February 4, 2021 (the "Lock-Up Agreement"), the Acquiror has agreed that all Shares owned by the Acquiror will be subject to a contractual lock-up for 180 days following closing of the Offering. Under the Lock-Up Agreement, the Acquiror, subject to certain exceptions, has agreed not to directly or indirectly offer, sell or grant any option, warrant or other right to purchase or agree to sell its Shares without having obtained the prior written consent of National Bank Financial Inc. Further details regarding the Lock-Up Agreement are set forth in the final prospectus of the Company under the heading "Plan of Distribution ? Lock-Up Arrangements".

This press release is being issued pursuant to the requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids of the Canadian Securities Administrators. A copy of the report to be filed by Apollo FC Holdings Ltd. in connection with the transactions described herein will be available under the Company's issuer profile on SEDAR at www.sedar.com. A copy of the report may also be obtained from Kevin Caudill (+1 812 377 5000) at 500 Jackson Street, Columbus, Indiana, 47201, U.S.A. The head office of the Company is located at 2880 Production Way, Burnaby, British Columbia, V5C 4T6.

SOURCE Apollo FC Holdings Ltd.