Founders Benefit Completes Acquisition of Dominion Lending Centres, Identify Change and Company Reorganization

CALGARY, Alberta, Jan. 01, 2021 (GLOBE NEWSWIRE) — Founders Benefit Capital Corp. (TSX-V: FCF) (“FAC” or the “Company”) is happy to announce that it has accomplished its acquisition (the “Acquisition”) of all the restricted partnership models of Dominion Lending Centres Restricted Partnership (“DLC LP”) that the Company didn’t in any other case personal in trade for an mixture of 26,774,054 non-voting sequence 1 class B most well-liked shares (the “Most well-liked Shares”). Concurrent with finishing the Acquisition, the Company accomplished a non-public placement of 4,285,714 class “A” frequent shares (“Frequent Shares”) for mixture gross proceeds of $7.5 million (the “Non-public Placement”). The Company paid the proceeds from the Non-public Placement, and issued an extra 4,285,714 Frequent Shares, to the holders of the Most well-liked Shares to take away the provisions within the Most well-liked Shares offering the holders with a disproportionate share of future money distributions above an outlined threshold quantity (the “Inversion Rights”). Upon completion of the Acquisition, the Company wound-up DLC LP, amalgamated with Dominion Lending Centres Inc. (“DLC”) and adjusted the identify of the Company to Dominion Lending Centres Inc. (collectively, the “Reorganization”).  

As beforehand introduced, the Company obtained shareholder approval for the Acquisition and the Reorganization on December 15, 2020. Additional particulars relating to the Acquisition and the Reorganization are set out beneath.

The Acquisition

Efficient December 31, 2020, the Company acquired full possession of DLC LP in trade for 26,774,054 Most well-liked Shares. The precise variety of Most well-liked Shares is an arbitrary quantity for administrative comfort because the Most well-liked Shares have mounted entitlements and will not be convertible into Frequent Shares. The Most well-liked Shares are non-voting and non-convertible into Frequent Shares, is not going to be listed on any trade, and can present the Most well-liked Shareholders with comparable financial and authorized entitlements because the acquired models of DLC LP. The phrases and situations of the Most well-liked Shares are set out within the Company’s info round dated November 9, 2020 (which is offered on SEDAR).

Efficient January 1, 2021, the Company wound-up DLC LP and amalgamated with Dominion Lending Centres Inc. (altering its identify to “Dominion Lending Centres Inc.”).

The Non-public Placement

Efficient December 31, 2020, the Company accomplished the Non-public Placement and issued 4,285,714 Frequent Shares for gross proceeds of $7.5 million ($1.75 per Frequent Share). Belkorp Industries Inc. (“Belkorp”), a associated social gathering to the Company, was the only real subscriber. The proceeds from the Non-public Placement have been paid to the holders of the Most well-liked Shares to fund money portion of the Inversion Proper Termination Transaction mentioned beneath.

Inversion Proper Termination Transaction

Efficient December 31, 2020, the Company paid the Inversion Termination Consideration (outlined beneath) to the holders of the Most well-liked Shares and amended the Most well-liked Shares to take away the Inversion Rights. The “Inversion Termination Consideration” contains an mixture money quantity equal to $7.5 million (the “Inversion Termination Money Fee”) and an mixture of 4,285,714 Frequent Shares (the “Inversion Termination Shares”). Because the Inversion Termination Shares are being issued at a deemed worth of $1.75 per share, the Inversion Termination Consideration has a deemed mixture worth of $15.0 million.

Publish-Closing Capitalization and Management Individuals

Upon completion of the Acquisition, the Non-public Placement and the Inversion Termination Transaction, there are 46,653,941 Frequent Shares and 26,774,054 Most well-liked Shares issued and excellent.

KayMaur Holdings Ltd. (“KayMaur”), a company owned and managed by Gary Mauris and Chris Kayat, holds an mixture of 16,524,759 Frequent Shares (35.4%) and 25,432,674 Most well-liked Shares (95%). Belkorp holds an mixture of 12,276,714 Frequent Shares (26.3%).

Identify Change & Buying and selling Image Change to “DLCG”

Efficient January 1, 2021, the Company modified its identify to Dominion Lending Centres Inc. Upon submitting of the requisite documentation with the TSX Enterprise Alternate, the Company’s Frequent Shares will start buying and selling beneath the image “DLCG”. It’s anticipated that the Company’s Frequent Shares will start buying and selling beneath the brand new image on the opening of buying and selling on January 8, 2021.

Administration Adjustments

Efficient January 1, 2021, the Company accomplished the next administration modifications:

• Gary Mauris turned the Chief Government Officer and Government Chairman;
• Chris Kayat turned the Government Vice-Chairman;
• James Bell (present President of FAC) and Eddy Cocciollo (present President of Dominion Lending Centres Inc.) have been every appointed co-President of the Company. Mr. Bell can be answerable for public firm operations and administration of non-core property whereas Mr. Cocciollo can be answerable for DLC mortgage origination operations.
• Robin Burpee (present Chief Monetary Officer of FAC) and Geoff Hague (present Chief Monetary Officer of Dominion Lending Centres Inc.) have been appointed co-Chief Monetary Officer of the Company. Ms. Burpee can be answerable for public firm and non-core asset monetary administration whereas Mr. Hague can be answerable for monetary administration of the mortgage origination operations.

There have been no modifications to the Company’s Board of Administrators. The Company’s Board of Administrators contains: Gary Mauris, Chris Kayat, James Bell, Trevor Bruno, Ron Gratton, Dennis Sykora and Kingsley Ward.

Sagard Credit score Facility Adjustments

Efficient January 1, 2021, the Company and Sagard Credit score Companions, LP (along with its parallel funds, “Sagard”) entered into an amended and restated credit score settlement (the “Amended and Restated Credit score Settlement”). The Amended and Restated Credit score Settlement supplies the Company with the choice to increase the maturity date of the credit score facility by one yr to June 14, 2023 (the “Extension Choice”), supplied the Company’s complete leverage ratio is beneath a prescribed stage. In consideration for the Extension Choice, the Company agreed to increase the expiry date of the two,078,568 lender warrants held by Sagard for an extra yr (the brand new lender warrant expiry date can be June 14, 2023).

Non-Core Asset Governance Amendments

Following completion of the Acquisition and Reorganization, the Company continues to carry its possession pursuits in Club16 and Affect (the “Non-Core Belongings”). Nevertheless, efficient December 31, 2020, the Company entered into the next governance amending agreements (“Non-Core Asset Governance Amendments”):

• The Company and the principals of Club16 entered into an amending settlement to amend the phrases of the shareholders settlement to scale back the Company’s Club16 board nominees from three (3) representatives to 2 (2) representatives. As such, the Club16 principals will now have two (2) board representatives and the Company will now have two (2) board representatives.
• The Company and the principals of Affect Communications entered into an amending settlement to amend the phrases of the shareholders settlement to scale back the Company’s Affect board nominees from two (2) representatives to at least one (1) consultant. As such, the Affect principal will now have one (1) board consultant and the Company will now have one (1) board consultant.

Following the Non-Core Asset Governance Amendments, the Company will be capable of higher spotlight the core enterprise of Dominion Lending Centres from the non-core actions which can help customers of the Company’s monetary info to higher perceive the monetary efficiency of the enterprise.

About Dominion Lending Centres Inc.

DLC group of firms is Canada’s main and largest mortgage brokerage with over $40 billion in funded mortgages in 2019. DLC group of firms operates via 4 primary subsidiaries, Dominion Lending Centres, Mortgage Centre Canada, Mortgage Architects and Newton Connectivity Techniques and has operations in all 13 provinces and territories. DLC group of firms’ in depth community contains ~6,000 brokers and 515 places. Headquartered in British Columbia, DLC group of firms was based in 2006 by Gary Mauris and Chris Kayat.

About Founders Benefit Capital Corp.

The Company is listed on the TSX Enterprise Alternate as an Funding Issuer (Tier 1) and employs a everlasting funding strategy.

The Company’s frequent shares are listed on the TSX Enterprise Alternate beneath the image “FCF”.

For additional info, please discuss with the Company’s web site at www.advantagecapital.ca.

Contact info for the Company is as follows:

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.