NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
FCF Capital Inc. (TSX VENTURE:FCF) (the “Corporation“) is pleased to announce that at the annual and special meeting of its shareholders held today, each item of business placed before shareholders was approved by over 98.5% of shareholders present, including: (a) the election of each of Messrs. Stephen Reid, Kingsley Ward, Peter McRae, James Bell, Anthony Lacavera and Ron Gratton as directors of the Corporation; (b) the appointment of KPMG LLP as auditors of the Corporation; (c) the confirmation of the Corporation’s amended and restated by-laws; (d) the approval of the consolidation of the common shares of the Corporation on the basis of one (1) Common Share on a post-consolidation basis for every fifteen (15) Common Shares on a pre-consolidation basis; (e) the approval of the change of the Corporation’s name to “Founders Advantage Capital Corp.”; (f) the approval of the Corporation’s stock option plan; and (g) the approval of 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 Corporation has filed today articles of amendment to effect the change of the Corporation’s name to “Founders Advantage Capital Corp.”
The Corporation intends to effect the consolidation of its shares prior to the commencement of the trading of the Corporation’s shares on the TSXV on a post-consolidation basis, which will be confirmed by TSXV bulletin. The Corporation currently expects that its shares will commence trading on a consolidated basis and with the Corporation’s new name on or about May 18, 2016, subject to TSXV review. The trading symbol for the Corporation’s shares will remain “FCF”.
About Founders Advantage Capital Corp.
FCF is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a passive and permanent investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing majority interest acquisitions of cash flow positive middle-market privately held entities. FCF seeks to win mandates by appealing to the segment of the market which is not aligned with traditional Private Equity control, royalty monetizations or related structures. FCF’s innovative platform offers disproportionate incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to maintain operational control with a long-term and passive partner.
The FCF Shares are listed on the TSX Venture Exchange under the symbol “FCF”.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of the news release.
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 the timing of the trading of the Corporation’s shares on a post-consolidation basis. 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, the failure to obtain necessary regulatory approval and other third party approvals and consents, 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. The Corporation disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.