Verde Investment Highlights
TLGY Warrant Structure Designed to Help Mitigate Redemption
Implied Upside For One Non-Redeeming Common Share Post-DeSPAC
(Net of the transaction common price of $10/share)
$20.0
$10.0
TLGY
Upside for not redeeming as downside
protection: provided that the transaction is
not perceived to be highly overpriced or per
share price is not expected to drop sharply,
redemption is expected to be mitigated at
higher rates.
Trust Cash After Redemption
Implied Redemptions
$80M¹
$40M
$20M
0%
50%
75%
$14.1
Common Shares & Warrants of TLGY Public Shareholders post Redemption
Common Shares Post Redemption
7.3M
3.7M
1.8M
Upside for not
Non-Detachable Public Warrants
5.75M
5.75M
5.75M
$7.8
redeeming
(assuming
$4.4
$2.6
common value at
$10.9/share)
Economics Per One Common Share for Unredeemed Shares
Redemption value: ~$0.9
$0.0
One Common Share
1.00
1.00
1.00
Unredeemed
$80M
$40M
$20M
$10M
Trust Cash
TLGY Non-Detachable Public Warrants per One
Common Share
0.79
1.57
3.14
Implied Redemption
0%
50%
75%
87%
(% of total trust cash)
Implied Additional Value of One Unredeemed Common Share Post-DeSPAC
• TLGY's pooling structure is designed to create an expectation of escalating value for
not redeeming common just as expectation for redemption reaches high percentages.
• With resized trust cash of $80M¹, expectation for potential upside for not redeeming
can start at $1.62 and escalate as expectation for redemption rises further (even
beyond $10/share), potentially acting as a counterbalance.
• If $40M is unredeemed, for example, non-redeeming investors are expected to do
better than redeeming at $10.9 provided that the post-closing price is above
$8.3/share (1.31 shares x $8.3 = $10.9).
• If only $10M is unredeemed, non-redeeming investors are expected to do better above
per share price of $4.8 and have an escalating upside above $4.8.
• Provided that the Proposed Transaction is perceived to be fairly priced at $10.9/share,
the expectations of meaningful downside protection and higher upside could provide
certain counterbalance to redemption pressures.
Preemptive Warrant Conversion: The non-redeeming public shareholders have a right
to convert the non-detachable warrants to common shares at a ratio of 5 to 1
# of Common Shares Converted from Non-
Detachable Warrants at Closing
Total Implied Shares of One Unredeemed
Common Share
Implied Value of One Unredeemed Common
Share Post-DeSPAC²
(Assuming $10.9 per share for Common)
0.16
0.31
0.63
1.16
1.31
1.63
$12.6
$14.4
$17.8
Note 1: The SPAC size at Closing is estimated to be $80M to simplify calculations; actual amount is expected to be around $78M in Q2
and around $80M by Q4 of 2023 (7.318M shares)
2: Trading price for a common share close to closing (also close to redemption date) is likely to be around or higher than the
redeeming value of trust cash at closing, which is expected to be around $10.9 per share by the end of Q4; trading between
$10.55 and $10.75 per share in May and June MTD.
Verde
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