MFC Bancorp Ltd. Receives Approvals Respecting Arrangement

NEW YORK, July 12, 2017 /PRNewswire/ -- MFC Bancorp Ltd. ("MFC" or the "Company") (NYSE: MFCB) announced today that further to its press release dated June 9, 2017, the Company has received the requisite approvals of its shareholders and the Supreme Court of British Columbia for its previously announced plan of arrangement (the "Arrangement"). The Arrangement will become effective at 12:01 a.m. (Vancouver time) on July 14, 2017 (the "Effective Time"), at which time, among other things:

• the outstanding common shares of MFC (the "MFC Shares") will be consolidated on a 100 for 1 basis, with any fractional shares held by registered shareholders being eliminated for cash consideration based upon the weighted average price of the Old MFC Shares over the ten trading days prior to the effective date of the Arrangement (the "Odd Lot Payment") and, immediately afterwards, such MFC Shares will be split on a 1 for 20 basis; and
• after the above consolidation and split, each outstanding MFC Share will be exchanged for: (i) a common share of US$0.001 par value (a "New MFC Share") of MFC Bancorp Ltd. (formerly MFC 2017 Ltd.) ("New MFC"), a wholly-owned subsidiary of MFC that was formed under the laws of the Cayman Islands; and (ii) US$0.0001 in cash.

As a result of the Arrangement, MFC will become a wholly-owned subsidiary of New MFC. The New MFC Shares will commence trading on the New York Stock Exchange on a post-Arrangement basis on July 14, 2017 under the Company's existing symbol "MFCB". The board of directors and officers, board committees and committee charters of New MFC will be in substantially the same form as that of MFC.

Additional details regarding the Arrangement and the additional transactions completed thereunder are set forth in the Company's management information circular dated June 9, 2017, a copy of which is available under the Company's profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Notice to Non-Registered Shareholders

Non-registered shareholders of the Company, which hold their Old MFC Shares in the name of a broker, investment dealer, bank, trust company, trustee or other nominee, should contact their broker or other nominee for assistance in depositing such shares and should follow the instructions of such broker or other nominee in order to deposit their Old MFC Shares.

Notice to Registered Shareholders

If a MFC shareholder holds its MFC Shares in registered form, in order to receive New MFC Shares and any consideration payable pursuant to the Arrangement, including the Odd Lot Payment, such registered shareholders of the Company must complete, sign and return the letter of transmittal sent to such registered shareholders, in accordance with the instructions set out in such letter of transmittal, to Computershare Trust Company, N.A. (the "Depositary"), together with certificates representing their MFC Shares and such additional documents and instruments as the Depositary may reasonably require. A copy of the letter of transmittal may also be obtained by contacting the Depositary. Due to the administrative costs of the exchange under the Arrangement, cash payments of less than US$10.00 will not be made by the Company under the Arrangement.

Registered shareholders of the Company may direct questions regarding the exchange, including any request for another copy of the letter of transmittal, to the Depositary by telephone at 1-800-564-5141.   

About The Company

MFC is a merchant bank that provides financial services and facilitates structured trade for corporations and institutions. We specialize in markets that are not adequately addressed by traditional sources of supply and finance, with an emphasis on providing solutions for small and medium sized enterprises. We operate in multiple geographies and industries.

As a supplement to our operating business, we commit proprietary capital to assets and projects where intrinsic values are not properly reflected. These investments can take many forms, and our activities are generally not passive. The structure of each of these opportunities is tailored to each individual transaction.

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SOURCE MFC Bancorp Ltd.