Toronto, Ontario–(Newsfile Corp. – July 3, 2020) – Jaguar Financial Corporation (TSXV: JFC.H) (“Jaguar Financial” or the “Company“) today announced that Victor Alboini, his holding company, and certain members of his family (collectively, the “Sellers“) have entered into a binding share purchase agreement dated July 2, 2020 (the “Share Purchase Agreement“) with a group of purchasers that are arm’s length to the Sellers and to one another (the “Purchasers“). Under the terms of the Share Purchase Agreement, the Sellers will, upon closing of the transactions contemplated thereby, sell or option all of their respective common shares in the capital of Jaguar Financial (“Common Shares“) to the Purchasers (the “Share Sale“). The Share Sale is conditional upon, among other things, the board of directors and chief executive officer being replaced by the Purchasers’ nominees (the “Board and Management Change“), Jaguar Financial entering into a transitional services agreement with Mr. Alboini, the Company’s current CEO and Chairman, to assist incoming management and the Company’s accountant for a period of one year (the “Transitional Services Agreement“), the Purchasers providing Jaguar Financial with a loan to fund its obligations under the Transitional Services Agreement, which loan will be documented by promissory notes issued by Jaguar Financial in favour of the Purchasers (the “Loan“), and the approval of the TSX Venture Exchange (the “Exchange“). Subject to the satisfaction of all applicable conditions, the transactions contemplated by the Share Purchase Agreement are expected to close on or about July 8, 2020.
The Share Sale will consist of the Purchasers acquiring 2,171,166 Common Shares from the Sellers at a purchase price of $0.03 per share or $65,135 in the aggregate, and certain of the Sellers (the “Optionors“) entering into option agreements (the “Option Agreements“) pursuant to which the Purchasers will have a right to purchase up to an additional 851,988 Common Shares (the “Optioned Shares“) at a price of $0.03, and the Optionors will have right to require the Purchasers to purchase the Optioned Shares at that same price. The exercise of the options granted under the Option Agreements will be conditional upon the Purchasers collectively not holding, following any such exercise, 20% or more of the Common Shares, and the Option Agreements further provide that the closing of any option exercise may only occur 61 days after the date on which such options are eligible to be exercised.
Board and Management Change
The Board and Management Change is expected to consist of the resignations of Victor Alboini (Chairman and CEO), Doug Harris (Director), and Gerald Sternberg (Director), and the subsequent appointments of the following individuals:
Michael Lerner (proposed Director and Chief Executive Officer) – Mr. Lerner brings with him more than 20 years of experience in the natural resources market, starting as an institutional trader at CIBC and Wellington West, and then as a professional trader and financier focused on junior mining stocks at Dominick and Dominick. Since 2012, Mr. Lerner has become more involved in the operations of junior mining companies as an officer or director of public companies including Happy Creek Minerals, Jiminex Inc., Fairmont Resources Inc. and Navasota Resources where he has helped to rehabilitate these companies.
Harvey McKenzie (proposed Director) – Mr. McKenzie holds a Bachelor of Science degree in Mathematics from the University of Toronto. He is a Life Member, CPA-CA (as defined by the granting authority, the Chartered Professional Accountants of Ontario) with more than 45 years of accounting experience, including seven years with an international public accounting firm. Mr. McKenzie’s current principal occupation is the provision of consulting services primarily in financial reporting areas. Since June 2011, he has been the (part-time) CFO and Corporate Secretary of Anconia Resources Corp. During the past ten years, Mr. McKenzie has served as CFO of several Canadian publicly listed exploration, development and producing mining companies. His public-company experience includes the TSX, TSX-V, OTC and AIM, giving him a solid grasp of global reporting standards, IFRS and consolidation of reporting for worldwide entities.
Neil Novak (proposed Director) – Mr. Novak is an exploration geologist and consultant. He has been on the Board of Directors of Noront Resources Ltd. (was also VP Exploration for Noront), Simberi Mining Corporation, Cadillac Ventures Inc. and Renforth Resources Inc. He is the President and CEO and director of a public exploration company BWR Exploration Inc. (formerly, Black Widow Resources Inc.) and continues to own and manage a private family owned geological consulting company Nominex Ltd.
Transitional Services Agreement and Loan
Jaguar Financial will enter into the Transitional Services Agreement with Victor Alboini, under which Mr. Alboini will provide the incoming Chief Executive Officer and current Chief Financial Officer and accountant with such assistance as they may reasonably require for a period one year, in consideration for a cash payment of $59,305. To fund the Transitional Services Agreement, the Purchasers will advance loans in the aggregate amount of $59,305 to Jaguar Financial, and Jaguar Financial will issue unsecured promissory notes to the Purchasers that bear interest at 10% per annum and mature in one year.
Perry Rapagna, Chief Financial Officer
Jaguar Financial Corporation
About Jaguar Financial Corporation
Jaguar Financial is a Canadian merchant bank generally investing in companies Jaguar Financial determines to be undervalued, overlooked and underappreciated. The investments made are usually event-driven, for example, where an investment is made in a company that is the subject of a takeover bid or where some other change is initiated by a third party or a shareholder of the subject company. Jaguar Financial’s objective is to assist management of the undervalued company to create value that the market is missing.
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.
This news release contains “forward-looking information” within the meaning of applicable securities laws including statements regarding the terms and conditions of the expected closing date, the appointment of the New Board and Management, the Exchange approval for the transactions, and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the Exchange will not grant its approval to the transactions, that members of the New Board and Management may not ultimately become directors or officers of the Company, and the failure to obtain the requisite approvals. The statements in this news release are made as of the date of this release.