Fundamental Global Acquires Shares of Itasca Capital Ltd.
29 October 2019 - 11:19AM
Fundamental Global Investors, LLC (“
Fundamental”),
a privately owned investment manager, announces that it has
privately acquired (the “
Acquisition”)
ownership of an aggregate of 1,974,113 common shares (the
“
Itasca Shares”) of Itasca Capital Ltd. (TSX-V:
ICL) (“
Itasca”). The Itasca Shares were acquired
pursuant to a letter agreement dated October 9, 2019 (the
“
Bid Date”). This announcement is made by
Fundamental to comply with certain legal requirements under
Canadian securities legislation respecting its ownership of
securities of Itasca.
Fundamental has a head office address at 4201
Congress Street, Suite 140, Charlotte, NC 28209, United States.
Kyle Cerminara, the Chief Executive Officer, Co-Founder and Partner
of Fundamental, is also the Chief Executive Officer and Chairman of
Ballantyne Strong Inc. (NYSE American: BTN) (“Ballantyne
Strong”). Fundamental is also Ballantyne Strong’s largest
shareholder holding, together with certain affiliates of
Fundamental, approximately 38.2% of the current issued and
outstanding Ballantyne Strong common shares.
Through Ballantyne Strong’s wholly-owned
subsidiary, Strong/MDI Screen Systems, Inc., Ballantyne Strong
indirectly exercises control or direction over 7,044,000 Itasca
Shares representing approximately 32.3% of the outstanding Itasca
Shares.
As a result of the Acquisition, Fundamental and
Ballantyne Strong together own or exercise influence over an
aggregate of 10,883,502 Itasca Shares, representing approximately
49.9% of the 21,810,626 issued and outstanding Itasca Shares (as
disclosed in Itasca’s latest quarterly filing for the interim
period ending June 30, 2019). Fundamental has the shared power to
direct the voting and disposition of the shares held by its funds.
As the Chief Executive Officer and Chairman of Ballantyne Strong
and principal of Fundamental, Mr. Cerminara, and Fundamental, may
be deemed to have the shared power to direct the voting and
disposition of the Itasca Shares held by Ballantyne Strong.
Fundamental paid CAD $0.35 per Itasca Share for
the recently acquired Itasca Shares for total consideration of CAD
$690,939.55.
Fundamental acquired the Itasca Shares for
strategic purposes and may, depending on market and other
conditions, increase or decrease beneficial ownership, control or
discretion over, shares or other securities of Itasca through
market transactions, private agreements or otherwise.
Fundamental is relying on the exemption from the
requirements in securities legislation applicable to formal
takeover bids for the Acquisition found at Section 4.2(1) of
National Instrument 62-104 – Take-Over Bids and Issuer Bids
(“NI 61-104”). In connection therewith,
Fundamental purchased the Itasca Shares from one purchaser by
private agreement, the bid was not made generally to the holders of
Itasca Shares, the Itasca Shares are listed on a public market,
being the TSX Venture Exchange, and the value of the consideration
paid for the Itasca Shares was not greater than 115% of the market
price of the Itasca Shares as at the Bid Date as determined in
accordance with Section 1.1 of NI 62-104.
The head office of Itasca is located at 1800,
510 West Georgia Street, Vancouver, British Columbia.
Fundamental will file with the Canadian
regulators within the prescribed period an early warning report
providing details on the acquisition. The report will be available
on SEDAR. In addition, a copy of the report may be obtained by
contacting Kyle Cerminara at the below number.
CONTACT:Kyle Cerminara, Chief Executive Officer
and PartnerTelephone: (239) 434-7434
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