CALGARY, ALBERTA–(Marketwired – April 18, 2016) – FCF Capital Inc. (TSX VENTURE:FCF) (the “Corporation” or “FCF Capital“) is pleased to announce that it will hold an annual and special meeting of its shareholders on May 16, 2016 (the “Meeting“) for the purpose of: (i) receiving and considering the annual financial statements of the Corporation; (ii) electing the board of directors of the Corporation (the “Board“); (iii) appointing the auditors of the Corporation for the ensuing year and authorizing the Board to fix the remuneration of the auditors; (iv) ratifying the amended and restated by-laws of the Corporation (the “Amended By-laws“); (v) approving a consolidation of the Corporation’s share capital on the basis of one (1) common share of the Corporation (“Common Share“) on a post-consolidation basis for every fifteen (15) Common Shares on a pre-consolidation basis; (vi) approving a change of the name of the Corporation to “Founders Advantage Capital Corp.”; (vii) approving the amended and restated stock option plan of the Corporation; and (viii) authorizing the acquisition by the Corporation of all or a portion of the outstanding securities and/or assets of a suitable business with an aggregate acquisition price to the Corporation of not less than $50 million and not to exceed $80 million on or before October 11, 2016;
The record date for the purpose of determining holders of Common Shares (“Shareholders“) entitled to receive notice of and to attend and vote at the Meeting was April 8, 2016. Each of the items of business at the Meeting is described briefly below. The management information circular (the “Circular“) relating to the Meeting provides additional disclosure with respect to the matters to be submitted to the Meeting and has been filed under the Corporation’s profile at www.sedar.com.
In furtherance of the Corporation’s new investment focus, on April 16, 2016 each of Messrs. J.R. Kingsley Ward, Anthony Lacavera and Ron Gratton were appointed to the Board to fill vacancies created by the resignation of each of Ms. Courtenay Wolfe and Messrs. Allan Bezanson and John Hawkrigg effective that date.
With the change of Board members, the Corporation would like to acknowledge and sincerely thank Ms. Courtenay Wolfe and Messrs. Allan Bezanson, John Hawkrigg, John Williamson and Peter McRae for their stewardship of the Corporation over their tenure. It is significant to note that the Corporation’s shares traded at $0.04 per share at the time the Board was previously reconstituted. Not only has the price per share increased materially since then, but the Corporation was also able to distribute $0.145 per share to shareholders. During the groups’ tenure with the Corporation they were successful in converting the Corporation from a mining corporation to an investment company; were able to negotiate a significant settlement through international proceedings; and acquired Founders Advantage and its executive team. Stephen Reid, CEO of the Corporation, further comments, “Although the future of the Corporation is exciting, it is also important to recognize past contributions by this group of individuals that have positioned the Corporation for future success.”
As a result, at the Meeting, the Shareholders will be asked to elect the following six individuals as directors of the Corporation for the ensuing year: Stephen Reid, James Bell, Peter McRae, J.R. Kingsley Ward, Anthony Lacavera and Ron Gratton. Although Mr. Bezanson will not be standing for election at the Meeting, he will remain as the Executive Vice President, Capital Markets of the Corporation.
Mr. Ward is currently a Managing Partner of VRG Capital and the Chairman of the Vimy Ridge Group Ltd., based in Toronto, Ontario. Mr. Lacavera is the Founder and Chairman of Globalive Communications, and Founder and past Chairman and CEO of Wind Mobile. Mr. Gratton serves as President of Strathdale Investment Management and is a former partner of PricewaterhouseCoopers LLP. For further information, please refer to the Circular relating to the Meeting, which has been filed under the Corporation’s profile at www.sedar.com.
At the Meeting, the Board also is proposing a consolidation of the Common Shares on the basis of one (1) Common Share on a post-consolidation basis for every fifteen (15) Common Shares on a pre-consolidation basis (the “Consolidation“). Based on the 163,586,779 Common Shares issued and outstanding on April 8, 2016, approximately 10,905,785 Common Shares would be outstanding following the Consolidation, subject to rounding. The Consolidation is subject to approval by the Shareholders at the Meeting and approval by the TSX Venture Exchange (“TSXV“). Management believes that consolidating the Common Shares is in the best interests of the Corporation and may enhance the marketability of the Common Shares as an investment.
In the event the subscription receipts of the Corporation previously issued on April 14, 2016 remain outstanding as at the effective date of the Consolidation, holders of such subscription receipts will receive one post-Consolidation Common Share for every fifteen (15) pre-Consolidation subscription receipts held as at the date of any deemed exchange of the subscription receipts. Assuming the conversion of such subscription receipts into Common Shares, and the completion of the Consolidation, approximately 24,615,100 Common Shares would be outstanding, subject to rounding.
In connection with the Consolidation, the Corporation also proposes to change its name to “Founders Advantage Capital Corp.”, subject to approval by the Shareholders at the Meeting and the approval of the TSXV. With the appointment of Stephen Reid as Chief Executive Officer of the Corporation on February 23, 2016, the Corporation has undertaken a new investment strategy and thesis. This investment strategy seeks to pursue minority or majority investments in private companies through structures that will both motivate the existing management teams of the investee as well as incentivize growth. The change of the Corporation’s name to “Founders Advantage Capital Corp.” will re-brand the Corporation under a name that more accurately represents its new investment strategy.
Auditors of the Corporation
At the Meeting, Shareholders also will be asked to confirm the appointment KPMG LLP (“KPMG“) as the auditors of the Corporation for the ensuing year and to authorize the Board to fix their remuneration. On March 31, 2016, at the request of the Corporation, Grant Thornton LLP, Chartered Accountants (“Grant Thornton“) resigned as auditors of the Corporation. Grant Thornton has never expressed any reservation in any report on the Corporation’s consolidated financial statements or indicated any “reportable events” had occurred with respect to the Corporation. The Circular will include disclosure required by applicable law with respect to the change of auditors.
Amended and Restated By-Laws
At the Meeting, Shareholders also will be asked to ratify the Corporation’s Amended By-laws, which have been approved by the Board. The Amended By-laws include advance notice requirements for director elections, the purpose of which is to provide Shareholders, directors and management of the Corporation with a clear framework for nominating directors of the Corporation in connection with any annual or special meeting of the Shareholders. The advance notice provisions of the Amended By-laws fix the deadlines by which Shareholders must submit director nominations to the Corporation prior to any annual or special meeting of the shareholders and sets out the information that a Shareholder must include in a timely written notice to the Corporation for any director nominee to be eligible for election at such annual or special meeting of Shareholders.
The Amended By-laws also include certain other changes related to governance best practices, a full description of which is included in the Circular.
Stock Option Plan
In accordance with the requirements of the TSXV, Shareholders also will be asked at the Meeting to re-approve the stock option plan of the Corporation (the “Plan“). The Circular includes a full description of the Plan.
Approval of Potential Acquisition
Shareholders will also be asked at the Meeting to approve the acquisition by the Corporation of all or a portion of the outstanding securities and/or assets of a suitable business with an aggregate acquisition price to the Corporation of not less than $50 million and not to exceed $80 million on or before October 11, 2016. The proposed resolution is consistent with the escrow release conditions applicable to the terms of the subscription receipts issued by the Corporation on April 14, 2016. While the Corporation intends to structure any acquisition as contemplated by the subscription receipts in a manner to not require that shareholder approval be obtained under the rules of the TSXV, it is nevertheless possible that such an approval may nevertheless be required by the TSXV. The proposed resolution is intended to be utilized in such event to complete an acquisition consistent with the terms of the previously issued subscription receipts.
NEITHER THE 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.
Caution concerning forward-looking information
This news release or documents referred to herein contain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including statements regarding managements’ belief that the Consolidation may enhance the potential marketability of the Common Shares and the assumption that the Corporation’s subscription receipts will be converted into Common Shares. These information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “intend” and similar terms, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to a lack of liquidity with respect to the Common Share, the inability of the Corporation to close an acquisition meeting the parameters required to cause the subscription receipts to convert into Common Shares, as well as other risks and uncertainties which are more fully described in our annual and quarterly Management’s Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. FCF disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.