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TORONTO, December 27, 2021 (GLOBE NEWSWIRE) – Stone Investment Group Limited (“ GIS “or the” company “) announces that the Company and certain related entities (collectively, the” Stone entities “) obtained an interim interim order (the” Preliminary interim order “) under the Canada Business Corporations Act (the ” LCSA “) of the Ontario Superior Court of Justice (Commercial List) (the” To research “, and such procedures, the” CBCA proceedings “).

The preliminary emergency order

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The Interim Emergency Order grants a stay of proceedings in favor of the Stone Entities (the ” Stay of proceedings “) With respect, inter alia, to defaults that may arise as a result of the Company’s decision to initiate proceedings under the CBCA and events of default under the 9.0% Senior Secured Debentures of the Company (collectively, the ” Debentures “And their holders, the” Debenture holders “), including the failure to make payment of all principal and interest due under the Debentures due December 28, 2021 (the” Due date “).

On December 22, 2021, SIG announced that the offer period for its fully funded, all cash offer to purchase its debentures with an outstanding principal amount of $ 12 million due on the due date made by a wholly owned subsidiary for $ 800 per debenture (the ” Cash offer “), had been extended to expire at 5:00 p.m. EST on December 28, 2021 in order to allow the remaining Debentureholders additional time to elect to participate in the Cash Offer.

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The Company has chosen to initiate this process in order to make certain fundamental changes under an agreement under the CBCA (the ” Arrangement “) which, if approved, should include the completion of the transaction contemplated by the Cash Offer and certain supplements and amendments to the Debentures, including an extension of the Maturity Date (the” Restructuring operation “).

Completion of the proposed restructuring transaction will be subject, among other things, to the issuance of an interim order by the court approving the holding of one or more meetings for securityholders to consider and vote on a plan of arrangement. (the ” Arrangement plan “), And the approval of this plan of arrangement by the relevant security holders of the Company; other approvals as may be required by the Court; Court approval of the plan of arrangement and related measures; and receipt of all necessary regulatory approvals. If approved, the plan of arrangement would be binding on all affected securityholders of the Company.

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Notwithstanding the commencement of proceedings under the CBCA and the stay of proceedings, the Company intends to effect the pending interest payment due under the Debentures.

The CBCA is a Canadian corporation law that, among other things, allows companies to restructure certain debt maturities and obligations. In most cases, a company working under a CBCA process will be able to complete a restructuring transaction in a more efficient manner based on time, cost and other key factors, when it would be impossible to proceed outside the CBCA. The CBCA is not bankruptcy or insolvency law. All trade debts and obligations of the Company, employees, suppliers, service providers and unitholders in funds and investment products managed by the Company or its direct or indirect subsidiaries will not be affected by CBCA proceedings and will be paid or settled in the ordinary course of work.

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Further information regarding the Proposed Arrangement and the Restructuring Transaction will be available under the Company’s profile on SEDAR at www.sedar.com. Details of the Cash Offer are set out in the offer document dated November 29, 2021 (the “ Offer document “) and the letter of transmittal (the” Letter of transmittal “) issued in connection with Stone-SIG Acquisition Limited’s initial cash offer, as amended by press releases issued by the Company on December 15, December 17, December 21 and December 22. The offer document , the accompanying cover letter and press releases are also available under the Company’s profile on SEDAR.

Extension of the Cash Offer

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In connection with the Cash Offer, the Company further announces that the offer period for its Cash Offer has been extended and will now expire at 5:00 p.m. EST on January 28, 2022 (the ” Expiration date Other than the change in the expiration time, all of the terms and conditions regarding the Cash Offer for the Debentures remain the same. Holders of Debentures who wish to participate and deposit their Debentures in the Offer at cash should immediately contact their advisor and ask them to complete the SIG Cover Letter and return it by email to Sintra Capital at [email protected] prior to the expiration time. A copy of the Letter of Transmittal can request it from Sintra Capital and this is also available under the Company’s profile on SEDAR at www.sedar.com.

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The Company’s legal counsel in connection with the CBCA proceeding is Bennett Jones LLP.

The dollar values ​​contained in this document are expressed in Canadian currency.

About Stone Investment Group Limited

The Company is an independent wealth management company. The Company, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.

For more information:

Stone Investment Group Limited
Jason Stone
Investor Relations
416 867 2533 or 800 336 9528
[email protected]
www.stoneco.com

Where

Sintra Capital
Kevin Hooke
President
204 291 5735
[email protected]

Forward-looking information disclaimer

This press release includes certain “forward-looking statements” under applicable Canadian securities laws that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include, but are not limited to, statements regarding: the Debentures, the Cash Offer, the Arrangement, the Plan of Arrangement, the Restructuring Transaction and the Business of the company. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results to occur. and future events differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other legal, regulatory, political and competitive developments and other risks beyond the control of the Company. Additional risk factors are included in the Company’s MD&A, available under the Company’s profile on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing forward-looking statements are reasonable, we should not place undue reliance on such statements, which speak only as of the date of this press release, and no Assurance cannot be given that these events will occur within the disclosed time frame or not at all. Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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