CALGARY, ALBERTA–(Marketwired – March 10, 2016) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
FCF Capital Inc. (TSX VENTURE:FCF) (the “Company” or “FCF“) is pleased to provide the following update concerning the Company’s pursuit of a private placement financing, as previously announced February 3, 2016.
The Company has entered into an agreement with Clarus Securities Inc.(the “Agent“) to sell up to 107,142,857 subscription receipts of the Company (“Subscription Receipts“) on a private placement “best efforts” agency basis at a price of $0.14 per share for gross proceeds of a minimum of $5 million and up to a maximum of $15 million (the “Brokered Offering“). Each Subscription Receipt will be automatically exercised into one (1) class “A” common share (a “Common Share“) of the Company upon the delivery by the Company to the escrow agent (the “Escrow Agent“) of the Release Notice (as defined below) on or before the date that is 180 days following the closing date (the “Release Deadline“). In the event the Release Notice is not delivered to the Escrow Agent on or prior to the Release Deadline, then the proceeds from the issuance of the Subscription Receipts shall be returned to subscribers, together with any interest thereon. For the purpose of the foregoing, the “Release Notice” shall mean a notice in writing executed by each of Stephen Reid, as President and Chief Executive Officer of the Company, J.R. Kingsley Ward of VRG Capital, as lead order of the Offering, and the Agent (together, the “Release Notice Signatories“), stating that all conditions precedent to the completion of an acquisition by the Company having a purchase price of not less than $50 million (an “Eligible Transaction“) (other than the payment of the purchase price for the Eligible Transaction) shall have been satisfied in escrow to the satisfaction of the Release Notice Signatories, or waived by the Release Notice Signatories.
In connection with the Brokered Offering, the Agent will receive a cash commission equal to 3% of the gross proceeds raised under the Brokered Offering. On the issuance of Common Shares upon the deemed exercise of the Subscription Receipts, the Company shall pay to the Agent a further agency commission equal to: (i) 3% of the gross proceeds received by the Company from the subscribers to the Brokered Offering; and (ii) a number of broker warrants (“Broker Warrants“) equal to 6% of the number of Subscription Receipts sold to subscribers in the Brokered Offering. Each Broker Warrant shall be exercisable, for no additional consideration, into broker warrants which shall be exercisable for one Common Share at a price of $0.14 per share at any time up to 24 months after date of issuance.
In addition, the Company will proceed with an offering of up to 71,428,571 Subscription Receipts at a price of $0.14 per share through a non-brokered private placement for gross proceeds of up to $10 million (the “Non-Brokered Offering“). Neither the Brokered Offering or the Non-Brokered Offering are conditional on the completion of the other offering.
The Company intends to use the net proceeds of the offerings in furtherance of the Company’s business plan to acquire interests in private businesses and for working capital requirements and general corporate purposes.
Closing of the offerings is anticipated to occur on or about April 8, 2016 and is subject to receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange. Securities issued under the offerings will be subject to a four month hold period following the applicable closing date in accordance with applicable Canadian securities laws. The Company anticipates that insiders of the Company may purchase up to 25% of the Subscription Receipts sold pursuant to the offerings.
This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act“), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements.
The Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
For further information about FCF or this news release, please visit our website at www.fcfcapital.ca.
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 press 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 proposed offering. 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: failure of the Company to complete the offerings within the periods indicated; failure of the offerings to raise the gross proceeds indicated; the inability of the Company to raise additional funds by way of debt or equity financings as required to meet its investment objectives; failure to obtain regulatory approval of the offerings; failure of the Company to achieve its business plan; failure of the Company to close an acquisition sufficient to deliver a Release Notice prior to the Released Deadline; 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.