Not for distribution to U.S. Newswire Services or for dissemination in the
United States of America. Any failure to comply with this restriction may
constitute a violation of U.S. Securities laws.
Big Five Capital Corp. (TSX VENTURE: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.
Year Ended
--------------------------------------------
Six months
ended June 30,
Dec. 31, 2010 Dec. 31, 2011 Dec. 31, 2012 2013
($) ($) ($) ($)
-------------- -------------- -------------- --------------
Consolidated
Statement of
Operations
Data:
Revenue 262,443 286,051 303,806 192,122
Income from
Continuing
Operations and
Net Loss (166,603) (126,320) (185,357) (12,939)
As at December 31,
----------------------------------------
As at
2012 2011 June 30, 2013
---------------------------------------- --------------------
Consolidated
Balance Sheet
Data:
Total Assets 233,469 266,175 582,113
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 of two (2) pre-consolidated shares
for one (1) post-consolidated 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
post-consolidated 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 is a 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. In 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 acquire one 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 Foundation to 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 in 5 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 to enterprise,
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 to a number of conditions
including, but not limited to, completion of the Private Placement, completion
of the 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 in the 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.
Cautionary Statements
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 statements in
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 neither of 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 responsibility for
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 sold in 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Big Five Capital Corp.
Jason Krueger
Director
jason@redwood-capital.com
(403) 700-7573
Big Five Capital Corp.
Mark Studer
President, Chief Executive Officer and Director
(403) 606-7787
Bellwether Asset Management Inc.
Stephen Meehan
Chairman
steve.meehan@bellvest.ca
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