FCF Capital Inc.
TSX VENTURE : FCF

February 23, 2016 18:02 ET

FCF Capital Announces Appointment of Stephen Reid as CEO and Acquisition of New Investment Opportunities

TORONTO, ONTARIO--(Marketwired - Feb. 23, 2016) - FCF Capital Inc. (TSX VENTURE:FCF) (the "Company" or "FCF") is pleased to announce (i) the appointment of Stephen Reid to the board of directors of FCF, and as the President and Chief Executive Officer of FCF, (ii) the appointment of James Bell as a director of the Company, and (iii) the acquisition of certain related investment opportunities in consideration for 14,285,714 common shares of FCF (which shares will be held in escrow subject to the satisfaction of certain performance conditions) and the assumption of $350,000 of related liabilities (collectively, the "Transaction"). The terms of the Transaction were previously announced on February 3, 2016.

For further information on the Transaction, please review copies of the letter agreement outlined in the February 3, 2016 press release of the Company and the share purchase agreement which gave effect to the acquisition of investment opportunities, each of which has been filed on the Company's SEDAR profile at www.sedar.com.

The Company also announced that in light of the significant results achieved for the Company since the reconstitution of its board of directors in October 2013, including the payment of a return of capital of over $21.6 million and a more than 100% increase in the market capitalization of the Company, the Compensation and Governance and Nomination Committee and the board have agreed to pay a special bonus to the members of the Company's investment committee, Allan Bezanson and Courtenay Wolfe. It was also agreed that an additional amount would be paid to Ms. Wolfe for her stepping down as the Executive Chair of the Company. The aggregate total payments made to Ms. Wolfe and Mr. Bezanson were $350,000 and $125,000, respectively.

As previously announced, Mr. John Williamson has resigned from the board in connection with the Transaction and the appointment of Mr. Bell. FCF thanks Mr. Williamson for his service to the Company for over 12 years and for assisting in establishing a strong platform at FCF.

The Exchange has in no way passed upon the merits of the proposed transactions 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.

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 or documents referred to herein contain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the closing of a financing and the possible future returns from the acquired investment opportunities. 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 of the Company to raise additional funds by way of debt or equity financings as required to meet its investment objectives; failure to obtain regulatory approval of the said financing; failure of the Company to achieve its business plan; 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.

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