FCF Capital Inc.
TSX VENTURE : FCF

April 14, 2016 14:09 ET

FCF Capital Inc. Completes Subscription Receipt Offering

CALGARY, ALBERTA--(Marketwired - April 14, 2016) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

FCF Capital Inc. (TSX VENTURE:FCF) (the "Corporation" or "FCF") is pleased to announce that it has completed its previously announced private placement offering of subscription receipts ("Subscription Receipts") in the capital of FCF at a price of $0.14 per Subscription Receipt by way of a Brokered and Non-Brokered Offering. Both Offerings were over-subscribed resulting in total gross proceeds of approximately $28.8 million, and as a result the Corporation issued an aggregate of 113,709,972 Subscription Receipts for gross proceeds of approximately $15,920,000 pursuant to the brokered offering (the "Brokered Offering") with Clarus Securities Inc. (the "Agent"), and 91,929,753 Subscription Receipts for gross proceeds of approximately $12,870,000 pursuant to the Corporation's concurrent non-brokered offering (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offering").

The proceeds of the Offering are currently in escrow pending the delivery of the Release Notice (as defined below) by the Corporation to Computershare Trust Company of Canada (the "Escrow Agent") on or before October 11, 2016 (the "Release Deadline"). Upon delivery of the Release Notice prior to the Release Deadline, each Subscription Receipt will be automatically exercised into one (1) Class "A" common share in the capital of FCF ("Common Share"), subject to adjustment, without any further action required on the part of the holder. In the event that the Release Notice is not delivered to the Escrow Agent on or prior to the Release Deadline, then the Subscription Receipts will be cancelled and any proceeds from the issuance of the Subscription Receipts returned to the subscribers, together with any interest thereon. For the purpose of the foregoing, the "Release Notice" shall mean a notice in writing executed by each of Stephen Reid, as President and Chief Executive Officer of the Corporation (or such other officer of the Corporation designated by its board of directors), J.R. Kingsley Ward of VRG Capital, as lead order of the Offering (or such other officer of VRG Capital as designated by its board of directors), and the Agent (together, the "Release Notice Signatories") stating that all conditions precedent to the completion of an acquisition by the Corporation having a purchase price of not less than $50 million (an "Eligible Transaction") (other than the payment of the purchase price for the Eligible Transaction) shall have been satisfied in escrow to the satisfaction of the Release Notice Signatories, or waived by the Release Notice Signatories.

In connection with the Brokered Offering, the Corporation paid to the Agent a cash commission equal to 3% of the aggregate gross proceeds of the Brokered Offering, plus reasonable expenses and disbursements. On any issuance of Common Shares upon the deemed exercise of the Subscription Receipts, the Corporation will pay to the Agent a further commission equal to: (i) 3% of the gross proceeds received by the Corporation from the subscribers of the Brokered Offering, and (ii) a number of broker warrants ("Broker Warrants") equal to 6% of the number of Subscription Receipts sold to subscribers pursuant to the Brokered Offering. Each Broker Warrant shall be exercisable, for no additional consideration, into broker warrants which shall be exercisable for one Common Share at a price of $0.14 per share at any time up to 24 months after the date of issuance.

In connection with the Non-Brokered Offering, the Corporation paid cash commissions to Canaccord Genuity Corp., Haywood Securities Inc. and PI Financial Corp. (together, the "Finders"), in each case equal to 3% of the aggregate gross proceeds raised by such Finder pursuant to the Non-Brokered Offering. On any issuance of Common Shares upon the deemed exercise of the Subscription Receipts, the Corporation will pay to each Finder a further commission equal to: (i) 3% of the aggregate gross proceeds raised by such Finder pursuant to the Non-Brokered Offering, and (ii) a number of Broker Warrants equal to 6% of the number of Subscription Receipts sold to subscribers by such Finder in connection with the Non-Brokered Offering.

The Subscription Receipts are subject to a hold period until August 15, 2016. Any Broker Warrants issued to the Agent or to the Finders will be subject to a four-month hold period following issuance.

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.

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 proposed offering. 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 terms, 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 Corporation to complete an Eligible Transaction prior to the Release Deadline; the inability of the Corporation to raise additional funds by way of debt or equity financings as required complete an Eligible Transaction or to otherwise meet its investment objectives; failure to obtain final regulatory approval of all or any part of the Offering; failure of the Corporation to achieve its business plan; failure of the Corporation to close an Eligible Transaction sufficient to deliver a Release Notice prior to the Released Deadline; 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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