Toronto, Ontario – December 18, 2015 – FCF Capital Inc. (FCF: TSX-V) (the “Company” or “FCF”) is pleased to announce that it has agreed to make an equity investment (the “Investment”) of US$2 million cash in Vital Alert Communication Inc. (“Vital”). The Investment is expected to close on or about December 21, 2015 and would result in FCF acquiring 25,999,568 voting preferred shares in the capital of Vital (which would represent 18.56% and 16.67% of the voting shares of Vital on a undiluted and fully-diluted basis, respectively), at a pre-money valuation of US$10 million for Vital (or approximately US$0.0769 per Vital share). The Investment and the resulting graduation of the Company to a Tier 1 investment company are subject to TSX Venture Exchange (the “Exchange”) approval. The Investment is a non-arm’s length party transaction.
Vital is a privately held Ontario corporation which specializes in through-the-earth (TTE) and wireless communications. Its products can penetrate through the earth, man-made and natural barriers, both above and below ground, and deliver secure, real-time voice, text and low speed data and will integrate with existing communication platforms. FCF understands that Vital’s products provide very low frequency (VLF) communication links in hard-to-service areas where obstructions like rock and concrete are common (such as mines, subways, pipelines and tunnels), and its solutions are often less expensive than existing alternatives and complement existing communication network technologies, acting as a reliable and cost effective back-up and a means to extend networks into difficult areas where traditional communication systems have failed. Vital is the holder of several patents pending and holds the exclusive rights to the Los Alamos National Laboratory patent for digital transmission TTE pursuant to a license agreement.
In connection with the Investment, an independent valuation was obtained which concluded that, subject to certain assumptions, restrictions and the scope of work set out therein, the value of the equity of Vital, as at September 30, 2015, was in the range of US$9.9 million to US$14.8 million.
No insider, affiliate or associate of FCF has an interest in Vital, directly or indirectly, except for Harrington Global Limited (“Harrington”) (the holder of approximately 24.47% of the issued and outstanding common shares of FCF) and Ms. Courtenay Wolfe (the Executive Chair of FCF). Harrington holds common shares and preferred shares equal to approximately 40.30% and 35.36% of the voting shares of Vital on an undiluted and fully-diluted basis, respectively. Ms. Wolfe holds common shares, options to acquire common shares and preferred shares equal to approximately 26.54% and 24.60% of the voting shares of Vital on an undiluted and fully-diluted basis, respectively. Harrington has also advanced to Vital an interest-bearing loan in the amount of CDN$150,000, due on May 20, 2016. As a result, Vital is a non-arm’s length party to FCF. Following the Investment, Harrington and Ms. Wolfe would hold approximately 28.21% and 10.12% of the voting shares of Vital on an undiluted basis, respectively, and approximately 25.70% and 11.11% of the voting shares of Vital on a fully-diluted basis, respectively.
Management believes that the Investment is in the best interests of FCF and should produce significant returns. Vital has an extensive pipeline in military, public safety and critical infrastructure clientele and appears to be on the cusp of significant growth which can be funded by capital from the Investment.
The Investment would be the second investment by FCF as an investment company and would satisfy FCF’s undertaking with the Exchange to meet, by May 21, 2016, the initial listing requirement under Exchange Policy 2.1 by allocating 50% of available funds to at least two specific investments. Following the closing of the Investment, FCF will become a Tier 1 investment issuer.
FCF would be afforded certain rights under its agreement with Vital, including (i) the right to nominate one director to the board of Vital (with Peter McRae being the nominee on closing), (ii) pre-emptive rights, (iii) a right of first refusal with respect to the issuance of secured debt by Vital, and (iv) the right to be issued additional shares of Vital for no consideration if, within one year, Vital concludes a financing at a price per share lower than the per share price of the Investment. The preferred shares to be acquired by FCF are senior to the common shares of Vital as to redemption and other rights. In addition, the preferred shares have a priority on liquidation equal to the purchase price thereof and unpaid dividends and would then share pro rata with the common shares in respect of any remaining assets of Vital. The holders of the preferred shares are entitled to one vote in respect of each share.
The Investment is subject to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but is exempt from the valuation and security holder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the preferred shares being acquired and the consideration therefor is less than 25% of FCF’s market capitalization.
The Exchange has in no way passed upon the merits of the proposed transaction 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 or contact:
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 contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the possible future returns from the Investment and the possible approval, and the completion, of the Investment. 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 terminology, 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 to complete the Investment; failure to obtain regulatory approval of the Investment; failure of Vital to achieve the growth of revenues needed to achieve positive cash flow; 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.