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Big Five Capital Corp. Updates on Qualifying Transaction With Bellwether Asset Management Inc. and Mails Information Circular
For Immediate Release
TORONTO, ONTARIO AND CALGARY, ALBERTA – September 30, 2013 – Big Five Capital Corp. (TSXV: BGF.P) (the “Corporation” or “Big Five”) announced today that it has filed a management information circular (the “Information Circular”) and notice of special meeting in respect of its previously announced qualifying transaction with Bellwether Asset Management Inc. (“Bellwether”), pursuant to which Big Five will amalgamate with Bellwether (the “Qualifying Transaction”).
Bellwether is a boutique investment manager that offers tailored investment solutions for affluent investors, Foundations, Estates and Trusts utilizing its proprietary “Disciplined Dividend Growth” investment process. Bellwether also operates archerETF Portfolio Management which offers tailored global tactical solutions for affluent families utilizing Exchange Traded Funds. Subject to TSX Venture Exchange (“Exchange”) approval, upon completion of the Qualifying Transaction, the combined entity (the “Resulting Issuer”) will continue to carry on the business of Bellwether as currently constituted.
The following tables present selected financial statement information concerning the financial condition and results of operations for Bellwether. This information is derived from the unaudited financial statements of Bellwether for the period ended June 30, 2013 and the audited financial statements of Bellwether for the period ended December 31, 2012, 2011 and 2010. The information provided herein should be read in conjunction with such financial statements, which have been prepared in accordance with IFRS, and which have been included in the Information Circular.
|Dec. 31, 2010
|Dec. 31, 2011
|Dec. 31, 2012
|Six months ended
Dec. 31, 2012
|Income from Coninuining
Operations and Net Loss
|As at December 31,|
|2012||2013||As at June 30, 2013|
|Consolidated Balance Sheet Data:|
|Total Long-Term Liabilities||0||447,500||0|
|Cash Dividends Declared||0||0||0|
In connection with the closing of the Qualifying Transaction, Big Five intends on obtaining shareholder approval for a continuance of Big Five from the Business Corporations Act(Alberta) to the laws of the Business Corporations Act(Ontario) (the “Continuance”), completing a capital restructuring including the consolidation of its share capital on a basis oftwo (2) pre-consolidated shares for one (1) postconsolidated share (the “Capital Restructuring”), and changing its name to Lorne Park Capital Partners Inc. (the “Name Change”). Upon completion of the Capital Restructuring, the Corporation’s 4,700,000 common shares currently outstanding will be consolidated into approximately 2,350,000 postconsolidated common shares. Further information regarding the Qualifying Transaction can be found in the Information Circular which was mailed to shareholders today and has been filed on SEDAR at www.sedar.com.
The special meeting (the “Meeting”) of the shareholders of the Corporation will be held at 10:00 a.m. (Calgary time) on October 24, 2013, at Centennial Place, East Tower 1900, 520 – 3rd Avenue S.W. Calgary, Alberta, Canada T2P 0R3. Each person who isa holder of record of common shares at the close of business on September 24, 2013, is entitled to receive notice of, and to attend and vote at the Meeting, and any adjournment or postponement thereof.
Under the terms of the Qualifying Transaction, current Bellwether shareholders holding 20,000,000 common shares will receive a total of 20,000,000 post-consolidated common shares of the Resulting Issuer. connection with the Qualifying Transaction,Bellwether will complete a private placement (the “Private Placement”) of up 7,500,000 common shares at a price of $0.20 per common share for aggregate gross proceeds of up to $1,500,000. Each common share issued pursuant to the Private Placement will be ultimately exchanged for one post-consolidated common share of the Resulting Issuer in connection with, and upon completion of, the Qualifying Transaction. Bellwether may pay eligible persons (each a “Finders”) a cash fee of up to 8% of the gross proceeds raised through each Finder under the Private Placement and also issue compensation warrants equal to 8% of the total number of common shares (“Finder Warrants”) issued through each Finder under the Private Placement. Each Finder Warrant entitles the holder upon exercise to acquireone common share of Bellwether at $0.20 for a period of twelve months from the date of closing. Each Finder Warrant issued pursuant to the Private Placement will be ultimately exchanged for one warrant to purchase one post-consolidated common share of the Resulting Issuer at $0.20 per common share, upon completion of the Qualifying Transaction. The proceeds of the Private Placement will be used for general working capital and the Resulting Issuer’s future growth plans.
It is currently contemplated that on completion of the Qualifying Transaction, the directors and the officers of the Resulting Issuer will consist of the following persons:
|Robert Sewell, Mississauga, Ontario||President, Chief Executive Officer and Director|
|Scott Franklin, Mississauga, Ontario||Chief Financial Officer and Corporate Secretary|
|Stephen Meehan, Mississauga, Ontario||Chairman and Director|
|David Brown, Toronto, Ontario||Director|
|Christopher Dingle, Toronto, Ontario||Director|
|Michael Clemons, Oakville, Ontario||Director|
|James Williams, Mississauga, Ontario||Director|
Michael “Pinball” Clemons is an icon of sporting excellence, community leadership, personal character and integrity. The Economics graduate is the pro-football world record holder in all-purpose yards which earned him induction into the CFL Hall of Fame. He also has the second best coaching record in Argo history. Known for a personality that is as electric as his style of play on the field was, Mike redefines the meaning of community involvement and has been recognized by many organizations for his tireless work with charities, schools and other community groups. In 2007, he fulfilled a long time ambition by launching The Michael ‘Pinball’ Clemons Foundationto quicken academic excellence, infuse depth of character, promote health and vitality, and inspire generosity in our youth. The foundations most noteworthy project to date is building 131 schools in third world countries over five years. The author, philanthropist and entrepreneur is also currently the vice-chair of the Toronto Argonauts and a member of the distinguished Order of Ontario.
James Williams is a Canadian telecom entrepreneur, starting in the telecom industry over 30 years ago, in 1981, as one of the original founders of start-up TIE Communications, which was one of Canada’s fastest growing telecom equipment manufacturers. TIE Communications grew from a start-up of under 10 employees into a $150 million a year public company in5 years. Tie Communications was sold in 1988, and Jim stayed on as Vice President of sales until Jan 1992, when he left to found Williams Telecommunications Corp in February 1992. Jim is currently President and CEO of Williams Telecommunications, Dakota Technologies and Frontrunner Network Systems. Williams Telecommunications Corp., headquartered in Mississauga, Ontario, is recognized as a premier independent worldwide distributor of telecommunications equipment and supplier of information and customer service. In 1998, Williams purchased Dakota Technologies based in Mississauga, Ontario. Dakota Technologies is a factory repair and remanufacturing facility for telecommunications products. Dakota Technologies has developed a world-class state-of-the-art facility featuring advanced technology at every workstation. In 2008, Williams purchased Frontrunner Network Systems based in Rochester, New York, a former division of the Rochester Telecom Company that was founded in 1978. Frontrunner Network Systems now has over 6 offices in New York State and Chicago, and provides business communication and IP security equipment and services toenterprise, medium and small business clients across the Northeast and Midwest.
A biography for Robert Sewell, Scott Franklin, Stephen Meehan, David Brown and Christopher Dingle was provided in the Corporation’s press release issued on May 1, 2013 and appears in the Information Circular.
M Partners Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Qualifying Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Qualifying Transaction or the likelihood of completion.
Completion of the Qualifying Transaction is subject toa number of conditions including, but not limited to, completion of the Private Placement, completion ofthe Continuance, Capital Restructuring and Name Change, the satisfaction of the Corporation and Bellwether in respect of the due diligence investigations to be undertaken by each party, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Upon completion of the Qualifying Transaction the Resulting Issuer intends to be listed as an “industrial issuer” under the rules of the Exchange. The Big Five common shares are currently halted from trading, and the trading of the shares is expected to remain halted pending completion of the Qualifying Transaction.
Investors are cautioned that, except as disclosed inthe management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
For further information please contact:
Big Five Capital Corp.
Jason Krueger, Director at:
Telephone: (403) 700-7573
Mark Studer, President, Chief Executive, Officer and Director at:
Telephone: (403) 606-7787
For Bellwether Asset Management Inc.
Stephen Meehan, Chairman
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Capital Restructuring, the Private Placement, the Name Change, the Continuance and the use of proceeds of the Private Placement. The information about Bellwether contained in the press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Capital Restructuring, the Private Placement and associated transactions, that the ultimate terms of the Qualifying Transaction,the Capital Restructuring, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Capital Restructuring, the Private Placement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statementsin this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Bellwether, their securities, or their respective financial or operating results or (as applicable).
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neitherof the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or soldin the United States absent registration or an applicable exemption from the registration requirement. 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.