CALGARY, Alberta, Nov. 11, 2023 (GLOBE NEWSWIRE) — Pursuant to the early warning requirements of applicable Canadian securities laws, M. Bruce Chernoff announces that he has acquired, through Alpine Capital Corp. (“Alpine“), an entity majority owned by him, ownership and control of an aggregate of 750,000 common shares (“Maxim Shares“) of Maxim Power Corp. (“Maxim“), representing approximately 1.5% of the issued and outstanding Maxim Shares (based on 50,031,951 Maxim Shares issued and outstanding), at a price of $3.20 per Maxim Share for a total cash purchase price of $2,400,000. Mr. Chernoff (through Alpine) acquired the Maxim Shares from one third party (the “Seller“) on November 11, 2023 pursuant to purchase and sale agreement (the “PSA“).
Before giving effect to the transaction, Mr. Chernoff owned (directly or indirectly) an aggregate of 16,484,581 Maxim Shares representing approximately 32.9% of the issued and outstanding Maxim Shares (based on the number of issued and outstanding Maxim Shares set forth above). After giving effect to the transaction, Mr. Chernoff (directly or indirectly) owns an aggregate of 17,234,581 Maxim Shares representing approximately 34.4% of the issued and outstanding Maxim Shares (based on the number of issued and outstanding Maxim Shares set forth above).
The acquisition of the Maxim Shares was completed pursuant to the private agreement exemption set forth in section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104“) in accordance with the PSA between Alpine and the Seller. The value of the consideration paid for the Maxim Shares was not greater than 115% of the “market price” of the Maxim Shares determined in accordance with section 1.11 of NI 62-104.
Furthermore, Mr. Chernoff (indirectly through Alpine) has made a commitment to fund up to 50% of the maximum principal amount of a $75 million convertible loan provided to Maxim dated September 10, 2019, as amended (the “Convertible Loan“), representing a maximum aggregate commitment of $37.5 million. The Convertible Loan was drawn as to $29.4 million as at September 30, 2023, or $14.7 million attributable to Alpine. Assuming the full $37.5 million principal amount of the Convertible Loan attributable to Alpine is fully drawn and converted into Maxim Shares, Alpine would acquire 16,666,667 Maxim Shares at a conversion price of $2.25 per share.
If the 16,666,667 Maxim Shares issuable on conversion of the full amount of the Convertible Loan attributable to Alpine are issued, Mr. Chernoff (through Alpine and other entities directly and indirectly majority owned by Mr. Chernoff) would have ownership and/or control over 33,901,248 Maxim Shares, representing approximately 40.7% of the then issued and outstanding Maxim Shares assuming the Convertible Loan is fully drawn and converted into Common Shares, including the conversion of any principal amounts attributable to the other lender (the “Other Lender“) thereunder (50.8% of the then issued and outstanding Maxim Shares assuming the full conversion of the Convertible Loan attributable to Alpine only and excluding the conversion of any principal amounts attributable to the Other Lender thereunder).
The acquisition of the Maxim Shares was made in furtherance of Mr. Chernoff’s investment objectives. Mr. Chernoff may, from time to time, as market opportunities exist or develop, increase or decrease his ownership in Maxim Shares as permitted by applicable securities laws.
FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED IN CONJUNCTION WITH THIS PRESS RELEASE, PLEASE CONTACT:
Mr. M. Bruce Chernoff
Suite 3230, 421 – 7th Avenue SW
Calgary, Alberta T2P 4K9
Phone: (403) 266-1717
