Automotive Finco Corp. Announces Completion of Substantial Issuer Bid

Automotive Finco Corp. (TSX-V: AFCC) (“

AFCC

” or the “

Company

”) announced today the final results of its previously announced “modified Dutch auction” substantial issuer bid (the “

Offer

”) to purchase for cancellation up to $12,375,000 of its common shares (the “

Shares

”) from shareholders for cash. The Offer expired at 5:00 p.m. (Toronto time) on March 18, 2021.

In accordance with the terms and conditions of the Offer and based on the final count by Computershare Trust Company of Canada, as depositary for the Offer (the “Depositary”), AFCC has taken up and paid for 3,304,396 Shares that were properly tendered and not withdrawn at a purchase price of $1.65 per Share, for an aggregate purchase price of approximately $5,452,253.

The Shares purchased for cancellation under the Offer represent approximately 14.29% of the Shares issued and outstanding before giving effect to the Offer. After giving effect to the Offer, approximately 19,819,377 Shares are issued and outstanding.

AFCC has made payment for the Shares validly tendered by tendering the aggregate purchase price to the Depositary in accordance with the Offer and applicable laws, and payment to tendering shareholders will be effected by the Depositary. Payment for the Shares will be made in cash, less any applicable taxes and without interest. Any Shares invalidly tendered will be returned to the tendering shareholder(s) promptly by the Depositary.

For Canadian federal income tax purposes, a deemed dividend equal to $0.2556 per Share arises on the Offer. For purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, AFCC designates the entire deemed divided arising on each Share as an “eligible dividend”. The “specified amount” of each Share (for purposes of subsection 191(4) of the Income Tax Act (Canada)) is $1.62.

The full details of the Offer are described in the issuer bid circular dated February 8, 2021, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.        

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

About Automotive Finco Corp.

AFCC is a finance company focused exclusively on the auto retail sector. Through its investment in Automotive Finance LP, AFCC has exposure to a business providing long term, debt based acquisition financing to auto dealerships across the globe, with an initial focus on Canada. In addition to its interest in Automotive Finance LP, AFCC may also pursue other direct investments and financing opportunities across the auto retail sector.

For further information please refer to the Company's website at www.autofincocorp.com or contact Shannon Penney, Chief Financial Officer, at [e-mail] or (905) 619- 4996.

Forward-Looking Information

This press release may contain forward-looking information within the meaning of applicable securities regulation. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the method and timing of payment and settlement for Shares purchased under the Offer. The Company believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general, local, economic, and business conditions. All forward-looking information in this press release speaks as of the date hereof. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise. Additional information about these assumptions and risks and uncertainties is disclosed in filings with securities regulators filed on SEDAR (www.sedar.com).

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.