Lorne Park Capital Partners Inc.

October 30, 2013 08:30 ET

Lorne Park Capital Partners Inc. Announces Completion of Amalgamation of Bellwether Asset Management Inc. With Big Five Capital Corp.

TORONTO, ONTARIO--(Marketwired - Oct. 30, 2013) - Lorne Park Capital Partners Inc. ("LPCP") announced that, further to the press releases of Big Five Capital Corp. ("Big Five") dated May 1, 2013 and September 30, 2013, Bellwether Asset Management Inc. ("Bellwether") and Big Five have completed the amalgamation (the "Amalgamation") of Bellwether and Big Five, to form a company known as "Lorne Park Capital Partners Inc.", which subject to TSX Venture Exchange ("TSXV") final approval, will serve as Big Five's qualifying transaction ("Qualifying Transaction") pursuant to the policies of the TSXV. The Amalgamation and certain related matters were approved by unanimous resolution of the shareholders of Bellwether and at a meeting of the Big Five shareholders held on October 24, 2013. Prior to the Amalgamation, each outstanding common share of Big Five (each a "Big Five Share") was consolidated on a 2 to 1 basis, and Big Five was continued into the Province of Ontario pursuant to the Business Corporations Act (Ontario).

Subject to TSXV approval, in connection with the completion of the Qualifying Transaction, the common shares of LPCP (the "LPCP Shares") will be listed on the TSXV under the symbol "LPC" and the Big Five Shares will be de-listed from the TSXV.

LPCP was created to bring together boutique investment management and wealth advisory firms in order to deliver robust, cost effective investment solutions to affluent investors, foundations, estates and trusts. LPCP's unique strategy creates better alignment between investment managers and wealth advisors while providing them with additional resources to accelerate their growth.

Following completion of the Amalgamation, the directors and officers of LPCP are as follows:

Directors:

  • Stephen Meehen (Chairman)
  • Robert (Bob) Sewell
  • Michael "Pinball" Clemons
  • Jim Williams
  • Christopher Dingle
  • David Brown

Officers:

  • Stephen Meehan, Director, Chairman
  • Robert (Bob) Sewell, Director, President and Chief Executive Officer
  • Scott Franklin, Chief Financial Officer

On October 24, 2013, Bellwether completed a private placement financing (the "Bellwether Financing") of an aggregate of 7,500,000 common shares in the capital of Bellwether ("Bellwether Shares"), at a price of $0.20 per Bellwether Share, for aggregate gross proceeds of $1,500,000.

At the effective time of the Amalgamation, among other things:

  • each post-consolidation outstanding Big Five Share and each outstanding Bellwether Share (including the Bellwether Shares issued pursuant to the Bellwether Financing) became one common share in the capital of LPCP (each, an "LPCP Share");

  • each outstanding option of Big Five was cancelled without any payments made to the holders in respect thereof; and

  • each outstanding broker warrant (each a "Broker Warrant") of Big Five, issued in connection with the initial public offering of Big Five, became a warrant to purchase one LPCP Share (on a post-consolidated basis) on the same terms as those contained in the Big Five warrants immediately prior to the Amalgamation.

Upon completion of the Amalgamation, LPCP issued an aggregate of 1,500,000 stock options, including an aggregate of 1,300,000 stock options issued to certain directors and officers of LPCP. The options are exercisable on or before October 25, 2023 at a price of $0.30 per LPCP Share.

As a result of the Amalgamation, there are 29,850,000 LPCP Shares outstanding, of which 2,350,000 were, at the effective time of the Amalgamation, held by the former holders of Big Five shares and 27,500,000 are held by the former holders of Bellwether Shares. As a result, (i) former shareholders of Bellwether (including purchasers of Bellwether Shares in the Bellwether Financing), and (ii) former shareholders of Big Five own approximately 92.1% and 7.9%, respectively, of the issued, non-diluted LPCP Shares. Following completion of the Amalgamation, LPCP options to acquire an aggregate 1,500,000 LPCP Shares and Broker Warrants to purchase an aggregate of 100,000 LPCP Shares are outstanding. As of the date hereof, Robert Sewell and Stephen Meehan each own, directly and indirectly, 11,137,500 LPCP Shares (approximately 37.3% of the LPCP Shares, each).

For further information regarding the Amalgamation and related transactions, LPCP, Bellwether and Big Five, please see the management information circular (the "Information Circular") of Big Five dated September 24, 2013 which is available on SEDAR at www.sedar.com.

NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

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 of this release.

Notice on Forward-Looking Statements:

Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of LPCP, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. These statements reflect LPCP' current views regarding future events and operating performance are based on information currently available to LPCP, and speak only as of the date of this press release. These forward-looking statements involve a number of risks, uncertainties and assumptions and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Many factors could cause the actual results, performance or achievements of LPCP to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including those factors discussed in LPCP's publicly available disclosure documents, as filed by LPCP on SEDAR (www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected. Unless required by applicable securities law, LPCP does not intend and does not assume any obligation to update these forward-looking statements.

Contact Information

  • Bob Sewell
    President and Chief Executive Officer of LPCP
    (905) 337-2227 ext. 201