DNTL dentalcorp Holdings Ltd

dentalcorp Holdings Ltd. ("Dentalcorp" or the "Company") (TSX: DNTL), Canada's largest and one of North America’s fastest growing network of dental practices, today announced that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”), led by TD Securities Inc., RBC Capital Markets, and Canaccord Genuity Corp. for the sale on a "bought deal" basis of 10,530,000 subordinate voting shares (the “Shares”) of the Company at a price of $9.50 per Share (the “Offering”). The Offering includes a treasury offering of 5,265,000 Shares by the Company for gross proceeds to the Company of approximately $50 million (the "Treasury Offering") and a secondary offering of 5,265,000 Shares by GR BCM2 #2 Acquisition Limited Partnership (the “Rosenberg Group”), an affiliate of OPTrust (“OPTrust Selling Shareholder”), LC8 DCC Investment Borrower, L.P. (“L Catterton Investor”) and DCC Holdings CR LP and DCC Holdings NR LP (together, the “Imperial Selling Shareholders” and, collectively with the Rosenberg Group, OPTrust Selling Shareholder and L Catterton Investor, the “Selling Shareholders”) for gross proceeds to the Selling Shareholders of approximately $50 million (the "Secondary Offering").

The Selling Shareholders have also granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part on the same terms as the Offering for a period of 30 days from the closing of the Offering, to purchase up to an additional 1,579,500 Shares, representing up to 15% of the size of the Offering, for additional gross proceeds to the Selling Shareholders of up to approximately $15 million. If exercised in full, this would increase the total size of the Offering to approximately $115 million.

The Company intends to use the net proceeds of the Treasury Offering to reduce leverage. The Company will not receive any proceeds from the Secondary Offering or the exercise of the Over-Allotment Option.

To satisfy the sale under the Secondary Offering, the Rosenberg Group will convert 417,141 multiple voting shares into subordinate voting shares on a one-for-one basis. Following the Offering, but prior to the potential exercise of the Over-Allotment Option, the Selling Shareholders will continue to own in aggregate 96,302,481 Shares and the Rosenberg Group will continue to own in aggregate 8,766,681 multiple voting shares of the Company, collectively representing 31.9% of the total votes outstanding.

The Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada. A preliminary short form prospectus relating to the Offering will be filed by no later than November 20, 2024 with the Canadian securities regulatory authorities. The Shares will also be offered in the United States by way of private placement to “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the “U.S. Securities Act”).

Closing of the Offering is expected to occur on or about December 2, 2024 and is subject to receipt of all customary approvals of applicable securities regulatory authorities, including the Toronto Stock Exchange.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Dentalcorp

Dentalcorp is Canada's largest and one of North America's fastest growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. Dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada's most trusted healthcare network. Leveraging its industry-leading technology, know-how and scale, Dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth. To learn more, visit dentalcorp.ca.

Forward Looking Statements

This news release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events, including statements with regards to the Company's future growth, performance and business prospects, future business plans and opportunities. This forward-looking information includes, but is not limited to, the Company’s expectations regarding the Offering (including the anticipated timing, use of proceeds from the Treasury Offering, the conversion of multiple voting shares into Shares and the Selling Shareholders’ aggregate ownership levels in the Company following closing of the Offering).

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, but are not limited to, the factors described in “Risk Factors” in the Company’s Annual Information Form dated March 28, 2024 and Management’s Discussion and Analysis for the three and nine months ended September 30, 2024 dated November 12, 2024. Accordingly, we warn readers to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding the Company’s future results or plans. The Company does not undertake any obligation to update the forward-looking information included in this news release, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws. All of the forward-looking information in this news release is qualified by the cautionary statements herein.

For more information, please contact:

Investor Relations	Media
Nick XiangSenior Director, Corporate Financenick.xiang@dentalcorp.ca(647) 220-4905	Sebastien BouchardVice President, Corporate Communicationssebastien.bouchard@dentalcorp.ca (437) 216-0733

Source: Dentalcorp Holdings Ltd.