Early Warning News Release Regarding Further Investment by Belkorp Industries Inc. in Founders Advantage Capital Corp.
VANCOUVER, BC, Oct. 19, 2020 /CNW/ - Belkorp Industries Inc. ("Belkorp") is pleased to announce that it has today acquired 422,500 common shares (the "Purchased Shares") of Founders Advantage Capital Corp. (TSX-V: FCF) ("Founders Advantage") at a purchase price of $1.50 per Purchased Share, for an aggregate purchase price of $633,750.
Immediately prior to the acquisition of the Purchased Shares, Belkorp held 7,568,500 common shares of the Issuer, representing approximately 19.9% of the Issuer's issued and outstanding common shares (on a non-diluted basis). Immediately following the acquisition of the Purchased Shares, Belkorp holds 7,991,000 common shares of the Issuer, representing approximately 20.98% of the Issuer's issued and outstanding common shares (on a non-diluted basis).
The Purchased Shares were acquired in a pre-arranged trade on the facilities of the TSX Venture Exchange, facilitated by a Canadian broker-dealer as agent for Belkorp, and were acquired for investment purposes. Belkorp has a long-term view of the investment and does not intend at this time to acquire in the market any additional common shares of Founders Advantage, or dispose of any of the Purchased Shares, but may in the future increase or decrease its shareholding in Founders Advantage, depending on market conditions, reformulation of plans and/or other relevant factors. In a news release dated October 5, 2020, Founders Advantage announced an acquisition and a corporate reorganization. In order to fund a portion of the acquisition, Founders Advantage announced that it may issue up to an aggregate of 4,285,714 common shares, at a price per share of $1.75, for aggregate gross proceeds of $7.5 million (the "Private Placement"). Belkorp has indicated to Founders Advantage that they will subscribe for all of the common shares offered under the Private Placement. If the Private Placement is completed, Belkorp will own 12,276,714 common shares, representing approximately 26.31% of Founders Advantage's issued and outstanding common shares (on a non-diluted basis). The Private Placement is subject to a number of conditions, including approval by the TSX Venture Exchange.
Belkorp has relied on the private agreement exemption in accordance with Section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104") as the acquisition of the Purchased Shares results in Belkorp holding an aggregate amount of common shares of Founders Advantage that is greater than 20% of the outstanding common shares of Founders Advantage on a fully diluted basis. Such exemption is available with respect to the acquisition of the Purchased Shares by Belkorp due to the fact that (a) the acquisition of the Purchased Securities by Belkorp was made from a single seller and not from more than 5 persons in the aggregate, (b) no bid was made by Belkorp to purchase the Purchased Securities or any common shares of Founders Advantage generally to security holders of such class of securities, and (c) the value of the consideration paid by Belkorp for the Purchased Shares is not greater than 115% of the market price of the common shares of Founders Advantage.
SOURCE Belkorp Industries Inc.

OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT REQUIRED BY SECURITIES LEGISLATION, PLEASE CONTACT: Belkorp Industries Inc., Suite 900, 1508 West Broadway, Vancouver, BC V6J 1W8; Contact: Trevor Bruno, Vice President and Chief Legal Officer, Tel: 604.688.8533
Share this article