Verde Investment Highlights
Indicative Transaction Overview
Estimated Sources & Uses
Sources
($M)
Illustrative Pro Forma Valuation (post-money)
Cash Held in Trust
78
Verde Share Price
Verde Shareholder Equity Rollover
365
Shares outstanding (M)2
Total Sources of Funds
$443M
Pro Forma Equity Value
Existing Net Debt
Uses
Equity Issued to Verde
Estimated Transaction Fees
Remaining Cash (Balance Sheet)
Total Uses of Funds
($M)
(-) Net Cash to Balance Sheet
365
Pro Forma Enterprise Value
15
Illustrative Pro Forma Ownership¹
63
$443M
Sponsor
•
Illustrative Pro Forma Capitalization
Expected pro forma enterprise value ("EV") of ~$433M at closing.
49,568,182 outstanding shares at closing, includes 36,500,000 common
shares held by Verde, 7,318,182 by TLGY public shareholders and 5,750,000
Class B shares.
•
Sponsor has agreed to transfer up to 10% of Private Warrants to Verde
management and forfeit all of its remaining Private Warrants at Closing in
exchange for potential future share grants based on stock price
performance and achieving target cash requirement.
Notes:
$57.6m
(11.6%)
TLGY
TLGY Public
Shareholder
$73.2m
$496M
(14.8%)
Pro Forma
Equity Value
Verde
$365.0m
(73.6%)
$10
50
$496M
(63)
$433M
1.1 Assumes no redemptions by TLGY public shareholders.
1.2 Public Shareholder Ownership includes 7,318,182 Common Shares, it excludes 11,500,000 detachable public warrants and 5,750,000 non-detachable public warrants. The non-detachable public
warrants holders are expected to have the right to convert 5,750,000 at 5:1 warrant units to common share ratio at closing.
1.3 Sponsor ownership excludes 2,750,000 additional common shares to be granted within 4 years from Closing based on achieving the target cash requirement.
1.4 If the combined company's stock price achieves an IRR of 35% over a 5-year horizon, Verde receives up to an additional 36,500,000 shares and the sponsor an additional 3,000,000 shares.
Verde
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