TORONTO, Feb. 05, 2018 (GLOBE NEWSWIRE) -- Lorne Park Capital Partners Inc. (TSXV:LPC) (“LPCP”) is pleased to announce the closing today of the repurchase for cancellation of two 5% royalties payable in respect of LPCP’s total consolidated annual revenue (each an “Executive Royalty”) that was previously announced on November 21, 2017. In consideration for each Executive Royalty, LCPC issued 2,500,000 common shares at a deemed issue price of $0.40 per share, for total consideration of $1,000,000. Such common shares are subject to a statutory hold period expiring on May 19, 2018.
In accordance with the policies of the TSX Venture Exchange (“TSXV”), the issuance of common shares to Messrs. Sewell and Meehan was approved by resolution of disinterested shareholders at a special meeting of shareholders held on December 21, 2017.
Due to the direct or indirect interests of certain related parties of LPCP in the repurchase by LPCP of the Executive Royalties, and the connected repurchase by LPCP of a 10% royalty affecting the net revenue arising from certain adviser recruitment services provided by EWA Capital Partners Inc. (“EWA”) and retained LPCP and its subsidiaries (the “EWA Royalty”), such transactions constitute a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Robert Sewell is the President and Chief Executive Officer, a director, and a control person of LPCP. Stephen Meehan, is the Chairman and a control person of LPCP, as well as a director, officer, and beneficial owner of EWA. Christopher Dingle, a director of LPCP, is a director of EWA. MI 61-101 requires that, unless exempted, a “related party transaction” is subject to certain formal valuation and minority shareholder approval requirements. LPCP is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 available because at the time the transactions were agreed to, neither the fair market value of, nor the fair market value of the consideration for, the Executive Royalties and the EWA Royalty, exceeded 25 per cent of LPCP’s market capitalization.
About Lorne Park Capital Partners Inc.
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.
For further information, please contact:
Robert Sewell
Chief Executive Officer
Lorne Park Capital Partners Inc.
bob.sewell@lpcp.ca
(905) 337-2227
Cautionary Notes
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan”, and other similar expressions. Forward looking information in this news release includes, without limitation, LPCP’s business objectives. Forward-looking information addresses possible future events, conditions and financial performance based upon management's current expectations, estimates, projections and assumptions. Management of LPCP considers the assumptions on which the forward-looking information contained herein are based to be reasonable. However, by its very nature, forward-looking information inherently involves known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. LPCP 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.