Groupe Dynamite Announces $251 Million Secondary Offering Of Subordinate Voting Shares And $51 Million Share Buyback

Article content

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

Article content

THE BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE, WITHIN TWO BUSINESS DAYS THROUGH SEDAR+.

Article content

Article content

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”).

Article content

Article content

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.

Article content

Article content

Groupe Dynamite will not receive any proceeds from the sale of the Offered Shares by the Selling Shareholder.

Article content

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 the market capitalization of the Company. The Company did not file a material change report in respect of the related party transaction at least 21 days prior to the closing of the Buyback. The Company believes this is reasonable in the circumstances, as the definitive terms of the Buyback, including the purchase price, which was determined with reference to the Offering Price under the Offering, were not established until shortly after the terms of the Offering were finalized.

Article content

Article content

Prior to the Offering, the Selling Shareholder owned 88,615,622 multiple voting shares and 4,000,000 subordinate voting shares, for an aggregate of 92,615,622 shares, representing approximately 84.4% of all outstanding shares and approximately 98.1% of the voting rights attached to all outstanding shares of Groupe Dynamite. Immediately following the Offering, after the effects of the Buyback, assuming the Option is not exercised, the Selling Shareholder will own 88,615,622 multiple voting shares and 750,000 subordinate voting shares, for an aggregate of 89,365,622 shares, representing approximately 81.9% of all outstanding shares and approximately 97.8% of the voting rights attached to all outstanding shares of Groupe Dynamite. If the Option is exercised, immediately following the Offering, after the effects of the Buyback, the Selling Shareholder will own 88,615,622 multiple voting shares and 345,000 subordinate voting shares, for an aggregate of 88,960,622 shares, representing approximately 81.5% of all outstanding shares and approximately 97.8% of the voting rights attached to all outstanding shares of Groupe Dynamite.