Founders Advantage Capital Corp. Enters Definitive Agreement to Acquire Full Ownership of Dominion Lending Centres; Announces Special Meeting of Shareholders to Approve Acquisition
CALGARY, Alberta, Nov. 16, 2018 (GLOBE NEWSWIRE) — Further to its press release dated September 27, 2018, Founders Advantage Capital Corp. (TSX-V: FCF) (the “Corporation” or “FA Capital”) is pleased to announce that it has entered into a binding securities purchase agreement (“Share Purchase Agreement”) to acquire the remaining 39.88% interest (the “Proposed Transaction”) in Dominion Lending Centres Limited Partnership (“DLC”) from companies controlled by Gary Mauris and Chris Kayat (the “DLC Principals”) and certain minority holders of DLC for $75.772 million (the “Purchase Price”). The Purchase Price will be funded through a combination of: (i) 41,012,571 class “A” common shares of the Corporation (the “Common Shares”), with each Common Share having a deemed price of $1.75 per share; and (ii) subordinated 6% promissory notes issued to the DLC Principals and other vendors in the aggregate amount of $4.0 million. A copy of the Share Purchase Agreement is available for review on SEDAR at www.sedar.com.
Closing of the Proposed Transaction is subject to the satisfaction of certain conditions precedent, including, without limitation, approval by the Corporation’s lender. Because the DLC Principals are related parties of the Corporation (within the meaning of MI 61-101 and pursuant to the policies of the TSXV), the Proposed Transaction is a related party transaction (within the meaning of MI 61-101 and pursuant to the policies of the TSXV), and the Corporation is required to obtain minority approval of the Proposed Transaction. As such, the Corporation has called a special meeting of shareholders (the “Meeting”) to be held at 4500, 855 – 2nd Street S.W., Calgary, Alberta on December 18, 2018 at 10:00am (Calgary Time) to consider the Proposed transaction and a corresponding name change of the Corporation. The directors have fixed November 13, 2018 as the record date for the Meeting. Shareholders are encouraged to review the management information circular for the Meeting (the “Circular”) which contains full disclosure on the Proposed Transaction and the Share Purchase Agreement. A copy of the Circular is available for review on SEDAR at www.sedar.com.
The directors (excluding the DLC Principals) and certain additional shareholders (the “Supporting Shareholders”) who, in aggregate, own or control 49% of the issued and outstanding Common Shares after excluding the Common Shares currently held by the DLC Principals) have signed expressions of support for the Proposed Transaction, including their commitment to vote in favour of the Proposed Transaction at the Meeting.
The Corporation’s Common Shares are listed on the TSXV under the symbol “FCF”.
For further information please refer to the Corporation’s website at www.advantagecapital.ca.
Contact information for the Corporation is as follows:
Chief Executive Officer
Chief Operating Officer
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.