Founders Advantage Capital Corp.
TSX VENTURE : FCF

Founders Advantage Capital Corp.

December 20, 2016 15:42 ET

Founders Advantage Capital Corp. Completes Acquisition of a Majority Interest in CLUB16 Trevor Linden Fitness and She's FIT! Health Clubs

CALGARY, ALBERTA--(Marketwired - Dec. 20, 2016) - Founders Advantage Capital Corp. (TSX VENTURE:FCF) (the "Corporation") is pleased to announce that it has completed its previously announced acquisition of a 60% majority interest (the "Transaction") in a limited partnership ("CLUB16 LP") holding eight (8) Club16 Trevor Linden Fitness Clubs ("CLUB16") and five (5) She's FIT! Health Clubs ("She's FIT!") in the Vancouver and Lower Mainland area for a total cash purchase price of $20.5 million (the "Purchase Price"). The thirteen (13) fitness locations are collectively referred to herein as the "Fitness Clubs". The Purchase Price is subject to adjustment within 90 days post-closing to adjust for any increase in the trailing twelve month normalized EBITDA for the Fitness Clubs as at the closing date above an agreed upon base amount.

Having a ten (10) year history, the thirteen (13) Fitness Clubs have over 78,800 memberships and appeal to a large segment of the fitness centre market with value pricing, high quality experience, and both ladies only and co-ed facilities. The management calculated unaudited trailing twelve month EBITDA for the Fitness Clubs as at October 31, 2016 was approximately $6.1 million, when normalized to add back various non-recurring items (see Non-IFRS Measures caution herein). More information about CLUB16 can be found at www.trevorlindenfitness.com.

After completion of the Transaction, the current owners of the Fitness Clubs, comprised of Trevor Linden, Chuck Lawson, Carl Ulmer and certain other minority shareholders (the "CLUB16 Founders") will retain a 40% interest in CLUB16 LP and will continue to manage the day-to-day operations and continued growth. Following closing of the Transaction, the business of CLUB16 LP will be overseen by a corporate general partner having a combined Board consisting of Chuck Lawson, Carl Ulmer and three nominees of the Corporation (being Stephen Reid, Gary Mauris and James Bell).

The Transaction has been structured to provide the Corporation with 60% of the first $5.85 million of annual distributions (the "Annual Threshold") paid by CLUB16 LP to its securityholders, with the CLUB16 Founders receiving 40% of such Annual Threshold. All cash distributions by CLUB16 LP to its securityholders will be subject to Board approval of the general partner and may be adjusted from time to time to pursue expansion or capital initiatives or other corporate purposes. To the extent that any distributions are paid in a year in excess of the Annual Threshold, the CLUB16 Founders will receive 70% of such excess distributions, with the Corporation receiving 30% of such excess distributions.

For further information on the Transaction please refer to the Corporation's press release dated November 2, 2016.

Trevor Linden, former professional hockey player and co-founder of CLUB16, commented: "We are excited about the partnership with FA Capital to further grow the CLUB16 membership base and brand." Chuck Lawson, co-founder of CLUB16 and founder of She's FIT! added: "We are very pleased to complete this transaction as we believe FA Capital's management's depth, reputation and track record will help accelerate the future growth and success of Club16. We look forward to further expanding our brand across the province with our new partner."

Stephen Reid, Chief Executive Officer of the Corporation commented: "The completion of our second acquisition further proves out our unique model. The partnership with Club16 is a significant step in advancing our business plan of partnering with premium mature defensive companies with historical strong growth and free cash flow generation."

About CLUB16 Trevor Linden Fitness

CLUB16 and She's FIT! believes its business model is unique and revolutionary in the fitness industry and one of the many reasons for CLUB16's growth. In management's view, the biggest barrier to joining a health club used to be high membership fees, fixed contracts and the perception that you must be fit to go to a health club. Removing these barriers with "no contract memberships", "affordable start up fees" and "value priced dues" as well as monitoring health clubs for negative issues that make the average person uncomfortable in the fitness/health club environment, allows the Fitness Clubs to be more accessible and affordable to everyone. In pursuing their business model, management feels CLUB16 and She's FIT! can play a large part in helping more people improve their health and their lives.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a long-term investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing controlling interest acquisitions of cash flow positive, premium middle-market privately-held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation's innovative platform offers disproportionate incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation's common shares are listed on the TSX Venture Exchange under the symbol "FCF".

For further information please refer to the Corporation's website at www.advantagecapital.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.

Non-IFRS Measures

EBITDA, or earnings before interest, income tax, depreciation and amortization, is a non-IFRS item as it does not have a standardized meaning under IFRS. Management uses EBITDA as a performance and valuation measure. EBITDA is not a substitute for, and should be used in conjunction with, IFRS financial measures. Other companies may calculate EBITDA differently and the Corporation cautions that EBITDA as calculated above may not be comparable to EBITDA as calculated by other issuers.

Non-IFRS measures should not be considered in isolation or construed as alternatives to their most directly comparable measure calculated in accordance with IFRS, or other measures of financial performance calculated in accordance with IFRS. The Non-IFRS measures are unlikely to be comparable to similar measures presented by other issuers.

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