Toronto, Ontario--(Newsfile Corp. - August 7, 2026) - STRACON Group Holding Inc. (TSX: STG) (BVL: STG) ("STRACON" or the "Company") announced today that it has filed with the securities regulatory authorities in each of the provinces and territories of Canada a preliminary base PREP prospectus (the "Preliminary Prospectus"), in connection with the proposed initial public offering and secondary offering of common shares ("Common Shares") of the Company (the "Offering").
As disclosed in the Preliminary Prospectus, the Offering is expected to be at a price of between C$7.80 and C$9.10 per Common Share, for aggregate gross proceeds of C$100,000,000 (or C$115,000,000 if the Over-Allotment Option (as defined below) is exercised in full). The final offering price may be higher or lower than this range. The Offering is expected to consist of (i) a treasury offering by the Company and (ii) a secondary offering by Stephen Dixon and America Infrastructure Partners S.A.S. ("AIP") as selling shareholders (collectively, the "Selling Shareholders"). The number of Common Shares to be sold by either the Company or the Selling Shareholders, or in total, has not yet been set. The Company will not receive any proceeds from the secondary offering of Common Shares by the Selling Shareholders.
The Preliminary Prospectus provides for an over-allotment option (the "Over-Allotment Option") to be granted to the underwriters by the Company and/or the Selling Shareholders, exercisable at the underwriters' discretion, in whole or in part, at any time and from time to time for a period of 30 days following the closing of the Offering, to purchase at the offering price Common Shares (the "Over-Allotment Shares"), representing up to an additional 15% of the Common Shares sold under the Offering solely to cover over-allocations, if any. The Company will not receive any of the proceeds from the sale of any Over-Allotment Shares by the Selling Shareholders.
The Offering is being made through a syndicate of underwriters composed of Raymond James Ltd., National Bank of Canada Capital Markets, and Scotiabank, acting as joint lead bookrunners, and Banco BTG Pactual S.A. - Cayman Branch ("BTG") acting as joint bookrunner. BTG is not registered to sell securities in any Canadian jurisdiction and, accordingly, will only sell Common Shares outside of Canada.
The Preliminary Prospectus contains important information relating to the Company and the Common Shares and has not yet become final for the purpose of the distribution of securities to the public. Copies of the Preliminary Prospectus are available under the Company's profile on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Preliminary Prospectus and any amendment may be obtained, without charge, from Raymond James Ltd., Scotia Plaza, 40 King Street West, Suite 5300, Toronto, Ontario M5H 3Y2, National Bank Financial Inc., 130 King Street West, Suite 3200, Toronto, Ontario M5X 1J9, or Scotia Capital Inc., 40 Temperance Street, Toronto, Ontario M5H 0B4. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final base PREP prospectus has been issued.
No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or regulatory authority in such jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Shares in the United States. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements.
The Offering has not been and will not be registered with the Peruvian Superintendency of the Securities Market ("SMV") or the Lima Stock Exchange (Bolsa de Valores de Lima, the "LSX"), and the Common Shares will not be offered to the general public in Peru. Some or all of the Common Shares being distributed by the Selling Shareholders under the Offering will be sold through a secondary offering (Oferta Pública de Venta) executed through an offer-for-sale mechanism on the LSX using the LSX's centralized trading system, which constitutes a secondary sale exempt from SMV registration under Peruvian law. Common Shares issued from treasury will not be offered in Peru through the LSX's centralized trading mechanism. Participation in the Peruvian secondary offering will be limited to institutional investors as defined under Peruvian regulations.
The Common Shares may not be offered or sold, directly or indirectly, in Chile or to any resident of Chile except as permitted by applicable Chilean law and in reliance on available exemptions from registration with the Chilean Financial Market Commission (Comisión para el Mercado Financiero), including offerings made exclusively to qualified investors in accordance with applicable rules of the Commission.
About STRACON Group Holding Inc.
STRACON is an engineering-led mining infrastructure and industrial solutions platform focused on the origination, development, construction and operation of mission-critical assets for the mining sector across the Americas. Headquartered in Toronto, Canada, STRACON provides end-to-end solutions across the mining lifecycle, including engineering and technology solutions, industrial services, equipment and support services, and infrastructure development and ownership. The Company partners with leading global mining operators to design, build, operate and maintain critical infrastructure that supports safe, efficient and sustainable mining operations.
Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws, including statements regarding the proposed Offering and the use of proceeds therefrom. Forward-looking information is based on management's current expectations and assumptions and is subject to known and unknown risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, without limitation, the risk that the Offering may not be completed on the terms contemplated or at all, project delays, commodity price fluctuations, foreign exchange volatility, competition, regulatory and permitting risk, financing risk, and other risks described under the heading "Risk Factors" in the Preliminary Prospectus and in the Company's public disclosure filings available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking information. STRACON undertakes no obligation to update forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
For further information, please contact:
Josh Wardell, Vice President, Investor Relations
STRACON Group Holding Inc.
65 Queen Street West, Suite 910
Toronto, ON, Canada M5H 2M5
Tel: 416-553-8443
Email: josh.wardell@stracon-group.com
Website: www.stracon-group.com
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Source: STRACON Group Holding Inc.
