Focused Capital Corp.

June 08, 2015 14:55 ET

Focused Capital Corp. Announces Proposed Qualifying Transaction With Radar Capital Inc.

TORONTO, ONTARIO--(Marketwired - June 8, 2015) -


Focused Capital Corp. ("Focused") (TSX VENTURE:FLO.H), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent dated June 4, 2015 (the "LOI") for the arm's length business combination with Radar Capital Inc. ("Radar"), as well as a private placement of common shares of Radar. Pursuant to the terms of the LOI and subject to completion of certain conditions precedent, including, satisfactory due diligence, execution of a definitive agreement, completion of a concurrent financing and receipt of all necessary director, shareholder, regulatory and Exchange approvals, the proposed business combination with Radar will qualify as Focused's "Qualifying Transaction" as defined by Exchange Policy 2.4.

About Radar Capital Inc.

Radar is a new Canadian growth capital firm that is focused on making late-stage, minority investments in private companies. Radar was started with the backing and initial investment from Thomas S. Caldwell, C.M. and Urbana Corporation, to invest in a diversified range of companies that provide financial services, consumer and industrial products and services, as well as software and hardware technology solutions.

About Focused Capital Corp.

Focused, a capital pool company within the meaning of the policies of the Exchange, does not have any operations and has no assets other than cash. Focused's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.

Trading of the common shares of Focused remains halted in connection with the dissemination of this news release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

The information provided in this press release regarding Radar has been provided by Radar and has not been independently verified by Focused.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions, including, without limitation, the completion of the proposed business combination and concurrent financing, that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Focused and Radar believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused and Radar disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

Neither 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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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