Canadian Warrants - Mega Brands

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Address: 4505 Hickmore
Montreal QC H4T 1K4
Phone: 514 333 5555
Fax: 514 333 4470
Website: http://www.megabloks.com/en/corpo/aboutus.php

Warrant Symbol - MB.WT
Number Trading - 243,824,000
Expiration Date - March 30, 2015
Cusip - 58515N 11 3
Exercise Price - $0.50

Warrants called to trade news:

Mega Brands to list 243.82 million warrants March 30

2010-03-26 17:03 MT - Warrants Called to Trade
TSX bulletin 2010-0369
In anticipation of the closing of the plan of arrangement recently approved by the shareholders of Mega Brands Inc. and scheduled to occur prior to the opening of business on Tuesday, March 30, 2010, an application has been granted for the listing of approximately 243,824,000 common share purchase warrants of the company. The warrants will be listed at the opening of business on Tuesday, March 30, 2010, under the trading information set out below, but will be halted from trading until such time Toronto Stock Exchange has been advised that closing has occurred.

Symbol: MBT.WT
Cusip: 58515N 11 3
Trading currency: Canadian
Designated market-maker: Desjardins Securities Inc.
Other markets: None

Transfer agent: CIBC Mellon Trust company at its principal offices in Montreal and Toronto

The warrants will be issued as part of a recapitalization of the company, including, among others, upon conversion of Cass A subscription receipts (symbol: MB.R) and Class B subscription receipts (symbol: MB.N) qualified for distribution by way of a short-form prospectus dated Jan. 26, 2010. The Class A subscription receipts and Class B subscription receipts will continue to trade on a regular settlement basis at the opening of business on Tuesday, March 30, 2010. Once the closing has been confirmed to the TSX, a trader note will be issued to announce: (i) the time the warrants will be posted for trading; and (ii) the halting from trading and subsequent delisting of the Class A subscription receipts and Class B subscription receipts.

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Each warrant will entitle the holder thereof, upon the payment of the exercise price of 50 cents per warrant, to purchase one common share of the company. Assuming the closing occurs on Tuesday, March 30, 2010, the warrants will be exercisable until 5 p.m. (Eastern Time) on March 30, 2015.

The warrants will be governed by the terms of a warrant indenture dated Jan. 28, 2010, between the company and CIBC Mellon Trust Company, as warrant agent. The warrant indenture will provide for adjustment in the number of shares issuable upon the exercise of the warrants upon the occurrence of, among other events, any of the following: (i) a subdivision or consolidation of the outstanding shares; (ii) a transfer of the undertaking or assets of the company as an entirety or substantially as an entirety to another corporation or other entity in which holders of shares are entitled to receive shares, other securities or other property; (iii) an offering of shares (or securities convertible into or exchangeable for shares) completed at a price (or conversion price or exchange price, as applicable) that is less than 95 per cent of the volume weighted average trading price for the period of 10 trading days preceding the date of the agreement on pricing using a weighted average adjustment taking into account the number of securities outstanding at such time and the number proposed to be issued; (iv) in the event that the company adopts a rights plan and a separation event occurs thereunder; or (v) if the company conducts an issuer bid that is not conducted pursuant to an exemption from the issuer bid requirements of applicable securities legislation and the fair market value of the consideration offered for a share under such issuer bid exceeds the closing price of a share on the next trading day following the last date deposits could have been made pursuant to such issuer bid.

See elsewhere in Stockwatch today for a TSX bulletin for further information regarding the supplemental listing of 10-per-cent senior secured debentures due March 31, 2015.

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