Jaguar Financial CEO Alboini to sell 2.17M shares
2020-07-03 09:43 ET - News Release
Mr. Perry Rapagna reports
JAGUAR FINANCIAL ANNOUNCES PROPOSED SHARE SALE AND RELATED BOARD AND MANAGEMENT CHANGES
Jaguar Financial Corp. chief executive officer and chairman Victor Alboini, his holding company, and certain members of his family have entered into a binding share purchase agreement dated July 2, 2020, with a group of purchasers that are arm's length to the sellers and to one another. 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 to the purchasers. The share sale is conditional upon, among other things: the board of directors and chief executive officer being replaced by the purchasers' nominees; Jaguar Financial entering into a transitional services agreement with Mr. Alboini to assist incoming management and the company's accountant for a period of one year; the purchasers providing Jaguar Financial with a loan to finance its obligations under the transitional services agreement, which loan will be documented by promissory notes issued by Jaguar Financial in favour of the purchasers; and the approval of the TSX Venture 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.
Share sale
The share sale will consist of the purchasers acquiring 2,171,166 common shares from the sellers at a purchase price of three cents per share, or $65,135 in the aggregate, and certain of the sellers entering into option agreements, pursuant to which the purchasers will have a right to purchase up to an additional 851,988 common shares at a price of three cents, and the optionors will have the 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 per cent 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 chief executive officer), Doug Harris (director) and Gerald Sternberg (director), and the subsequent appointments of the individuals named herein.
Michael Lerner (proposed director and chief executive officer)
Mr. Lerner brings with him more than 20 years of experience in the natural resource market, starting as an institutional trader at Canadian Imperial Bank of Commerce 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.
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 areas related to financial reporting. Since June, 2011, he has been the part-time chief financial officer and corporate secretary of Anconia Resources Corp. During the past 10 years, Mr. McKenzie has served as chief financial officer of several Canadian publicly listed exploration, development and producing mining companies. His public-company experience includes the Toronto Stock Exchange, the TSX-V, OTC (over-the-counter) and the Alternative Investment Market, giving him a solid grasp of global reporting standards, IFRS (international financial reporting standards) 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. (he was also vice-president of exploration at Noront), Simberi Mining Corp., Cadillac Ventures Inc. and Renforth Resources Inc. He is the president, chief executive officer and a director of public exploration company BWR Exploration Inc. (formerly Black Widow Resources Inc.) and continues to own and manage Nominex Ltd., a private, family-owned geological consulting company.
Transitional services agreement and loan
Jaguar Financial will enter into the transitional services agreement with Mr. Alboini, under which Mr. Alboini will provide the incoming chief executive officer, current chief financial officer and current accountant with assistance, as they may reasonably require, for a period of one year in consideration for a cash payment of $59,305. To finance 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 cent per year and mature in one year.
About Jaguar Financial Corp.
Jaguar Financial is a Canadian merchant bank generally investing in companies it determines to be undervalued, overlooked and underappreciated.
We seek Safe Harbor.
