GMP Announces Mailing of Special Meeting Materials and Future Leadership Transition


GMP CAPITAL INC. ANNOUNCES MAILING OF MEETING MATERIALS FOR SALE OF ITS CAPITAL MARKETS BUSINESS AND FUTURE LEADERSHIP TRANSITION

TORONTO, July 10, 2019 – GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today that it has commenced mailing the management information circular (“Information Circular”) to the holders (“Common Shareholders”) of the Company’s common shares (“Common Shares”) in connection with the special meeting (the “Meeting”) of Common Shareholders to approve the sale of substantially all of the Company’s capital markets business to Stifel Financial Corporation (“Stifel”) (the “Transaction”). The Meeting will be held on August 6, 2019 at 10:00 a.m. at the offices of Stikeman Elliott LLP at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9. The Information Circular has also been filed under the Company’s profile on SEDAR at www.sedar.com and is available on the Company’s website at gmpcapital.com.

YOUR VOTE IS IMPORTANT ‐ PLEASE VOTE TODAY. Your vote is important regardless of the number of Common Shares you own. Common Shareholders are encouraged to read the Information Circular in detail.
Common Shareholders who have questions regarding the Transaction or who require assistance with voting may contact the Company’s proxy solicitation agent, Kingsdale Advisors, by telephone at 1-800-775-1986 (toll free in North America) or 416-867-2272 (collect outside North America), or by email at contactus@kingsdaleadvisors.com.

The Company also announced today that, if the resolution in respect of the Transaction is approved at the Meeting, Harris Fricker intends to step down as President and Chief Executive Officer of the Company shortly following the Meeting and the Company’s Board of Directors intends to appoint Kishore Kapoor, a current director of the Company, as Interim President and Chief Executive Officer at such time. Mr. Fricker will continue to be the President and Chief Executive Officer of the capital markets business pending the completion of the Transaction and will continue to be a director of the Company.

Among other roles, Mr. Kapoor has been President of Wellington West Holdings Inc., the parent company of a number of subsidiaries that provided wealth management and corporate finance services to retail and institutional clientele in Canada, and was the cofounder, as well as Executive Vice-President, Corporate Development, of Assante Corporation, previously one of the largest wealth management firms in Canada. Mr. Kapoor is also currently a director of Richardson Financial Group Limited and serves on its Audit Committee. Mr. Kapoor will work with the management team at Richardson GMP Limited led by Andrew Marsh, its President and Chief Executive Officer, as the Company focuses on the potential that wealth management offers for long-term value creation for shareholders.

About GMP Capital Inc.

GMP is a leading independent diversified financial services firm headquartered in Toronto, Canada, providing a wide range of financial products and services to a client base that includes corporate clients, institutional investors and high-net-worth individuals in two integrated reporting segments. The Capital Markets segment provides investment banking, including advisory and underwriting services, institutional sales and trading and research through offices in Canada, the United Kingdom, and the Bahamas. Wealth Management consists of GMP’s non-controlling ownership interest in Richardson GMP Limited. Richardson GMP Limited is one of Canada’s leading wealth management firms, focused on providing exclusive and comprehensive wealth management and investment services delivered by an experienced team of investment professionals. GMP is listed on the Toronto Stock Exchange under the symbol “GMP”. For further information, please visit our corporate website at gmpcapital.com.

For further information please contact:
GMP Capital Inc.
Rocco Colella, Director, Investor Relations
145 King Street West, Suite 300, Toronto, Ontario M5H 1J8
Tel: (416) 941-0894; Fax: (416) 943-6175
rcolella@gmpcapital.com or investorrelations@gmpcapital.com.

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Reader Advisory

Cautionary Note on Forward Looking Statements

This press release contains forward-looking statements within the meaning of Canadian securities laws. These forward-looking statements contain statements of intent, belief or current expectations of GMP. Forward-looking information is often, but not always identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project”, “may”, “will”, “should”, “could”, “estimate”, “predict” or similar words suggesting future outcomes or language suggesting an outlook.

The forward-looking statements included in this press release, including statements regarding the Transaction, the nature of GMP’s growth strategy going forward and execution on any of the potential plans (including the potential acquisition of 100% of Richardson GMP) are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements and information concerning the completion of the Transaction, GMP has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the Meeting and the closing of the Transaction, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory and Common Shareholder approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction, and the Company's strategy going forward, including in respect of the Richardson GMP business. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Transaction may not be satisfied; the risk that the Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Transaction, GMP's business may experience significant disruptions, including loss of clients or employees, due to transaction related uncertainty or other factors; the possibility that legal proceedings may be instituted against GMP and/or others relating to the Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Transaction; risks related to the diversion of management's attention from GMP's ongoing business operations; risks relating to the failure to obtain necessary regulatory and Shareholder approvals; risks related to the Company's strategy going forward, risks related to the failure to satisfy the conditions to complete the Transaction; other risks inherent in the financial industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and GMP continues in its current form, the announcement of the Transaction and the dedication of substantial resources of GMP to the completion of the Transaction could have a material adverse impact on GMP's share price, its current business relationships (including with future and prospective employees, clients and partners) and on the current and future operations, financial condition and prospects of GMP and Richardson GMP. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect GMP's operations or financial results are included in reports on file with applicable securities regulatory authorities, including the Information Circular, and may be accessed through the SEDAR website (www.sedar.com).

The forward-looking statements in this press release are made as of the date it was issued and GMP does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. GMP cautions readers not to place undue reliance on these statements.


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