Primary Corp.

Primary Corp.

May 31, 2012 09:27 ET

Primary Corp. Announces Change in CEO and Provides Corporate Update

TORONTO, ONTARIO--(Marketwire - May 31, 2012) - Primary Corp. (TSX:PYC) ("Primary" or the "Company") announces that Mr. Robert Pollock will be stepping down from his position as Chief Executive Officer of Primary effective June 27, 2012 and will not be standing for re-election as a director of the Company at the annual and special meeting of shareholders to be held on June 27, 2012 (the "Meeting"). In accordance with the management services agreement between Primary and Marret Asset Management Inc. ("Marret"), the manager of Primary's investment portfolio, Marret has selected Mr. Barry Allan, currently a director of Primary and the founding partner of Marret, to assume the role of President and Chief Executive Officer of the Company and Mr. Allan was appointed the President and Chief Executive Officer of the Company effective June 27, 2012. The Company and Marret wish to thank Mr. Pollock for his services and contributions to Primary during his tenure as Chief Executive Officer.

Primary is pleased to announce that the Honourable Brian V. Tobin, P.C., ICD.D, will be put forth as a management nominee to the board of directors of Primary (the "Board") at the Meeting. It is anticipated that Mr. Tobin will be appointed chairman of the Board.

In addition to Mr. Pollock, Messrs. John Campbell, David Duval and Barry Gordon, currently directors of the Company, will also not be seeking re-election at the Meeting. The Board would like to thank each of Messrs. Campbell, Duval and Gordon for their service and contributions to the development of the Company.

Further to its news release dated March 27, 2012 and in connection with the formal review by Primary of its corporate structure, Primary intends to seek shareholder approval at the Meeting to reduce the stated capital of its common shares by $15,000,000 (the "Reduction of Stated Capital"), without any payment or distribution to shareholders. The Reduction of Stated Capital will have no impact on the day-to-day operations of the Company and will not alter the financial condition of the Company. Assuming the Reduction of Stated Capital is approved by shareholders, it is expected that the Company will begin paying a quarterly dividend starting in the third quarter of the current financial year. The Company is targeting a quarterly dividend of $0.08125 per common share. However, the payment of any cash dividend to shareholders of the Company in the future will be at the discretion of the directors and will depend on, among other things, the financial condition, capital requirements and earnings of the Company, and any other factors that the Board may consider relevant.

In addition, Primary intends to seek shareholder approval at the Meeting to change the name of the Company to Marret Resource Corp. or such other name as the Board may determine (the "Name Change"). The purpose of the proposed Name Change is to reflect the current business focus and strategy of the Company.

Primary also announces that, after careful consideration by management and the Board, the Company does not intend to carry out a substantial issuer bid.

It is expected that the management information circular in connection with the Meeting will be filed on SEDAR on or about June 6, 2012.

About Primary Corp.

Primary trades on the Toronto Stock Exchange under the symbol PYC. Primary is focused on natural resource lending. Primary's business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource‐related businesses and investing in public and private equity and quasi‐equity securities. Primary seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.

Marret Asset Management Inc. is responsible for implementing Primary's investment strategy and managing Primary's investment portfolio.

About Marret Asset Management Inc.

Marret is an employee-owned firm based in Toronto and has over $6.0 billion of assets under management. Marret and its experienced team of investment professionals led by Barry Allan specialize exclusively in fixed income and, particularly, in high yield debt strategies.

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Forward-Looking Information

This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements relating to the Company's future outlook and anticipated events or results and statements regarding the Company's future financial position, business strategy, budgets, financial results, plans and objectives (including the proposed name change, the proposed reduction in stated capital and the payment of dividends) and statements regarding the market and economic conditions. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such risks include, but are not limited to, market and economic conditions and the other risks identified in the Company's annual information form under the heading "Risk Factors". There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

  • For further information about Primary and its
    ongoing business, please contact:
    Robert Pollock
    Chief Executive Officer