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Jaguar Announces the Acquisition of Shares of Added Capital, the Parent Company of Lakeside Steel
http://www.lakesidesteelcorp.ca/TORONTO, ONTARIO--(Marketwire - Dec. 5, 2007) - Jaguar Financial Inc. ("Jaguar") (TSX:JFI) announced today its acquisition of 12,219,203 common shares and 2,580,874 warrants of Added Capital Corp. ("Added"), which wholly owns Lakeside Steel Corporation ("Lakeside"). Jaguar owns 19.1% of the total issued shares of Added. Added has a total of 63,809,524 issued and outstanding common shares.
Jaguar acquired 7,057,455 shares of Lakeside from Northern Financial Corporation ("Northern") on November 29, prior to completion of a qualifying transaction ("Qualifying Transaction") by Added with Lakeside, whereby Added acquired all of the issued and outstanding common shares of Lakeside. The Qualifying Transaction enabled Lakeside to complete a going pubic transaction. The Lakeside shares acquired by Jaguar were exchanged for an equal number of shares of Added on completion of the Qualifying Transaction on November 30.
In connection with the Qualifying Transaction, Lakeside completed a private placement of 23,809,524 units ("Units") at a price of $0.42 per Unit for gross proceeds of $10,000,000. Each Unit is comprised of one common share of Lakeside and a one-half warrant. Each full warrant is exercisable into one common share at a price of $0.52 for a two year term. The Units were sold on a private placement basis by a syndicate of agents led by Northern Securities Inc. Following completion of the private placement and the Qualifying Transaction, all of the Lakeside securities were exchanged for Added securities. Jaguar purchased 5,161,748 Units in the Lakeside private placement.
Accordingly, through its acquisition of 7,057,455 Lakeside shares from Northern, which were exchanged for an equal number of Added shares, and its purchase of 5,161,748 Lakeside Units in Lakeside's private placement, which were also exchanged for an equal number of Added shares, Jaguar acquired a total of 12,219,203 Added common shares representing 19.1% of the total issued common shares of Added and 2,580,874 warrants of Added.
Vic Alboini, Chairman Chief Executive Officer of Jaguar, also owns 7,057,455 Added shares representing 11% of the total issued common shares of Added and has options to acquire 250,000 shares of Added at a price of $0.42 per share. Together, Jaguar and Mr. Alboini own 19,276,658 Added shares representing approximately 30% of the total issued shares of Added. Although there is no agreement between Jaguar and Mr. Alboini with respect to their ownership of shares in Added, the parties could be considered to be acting jointly and in concert in view of the following: Mr. Alboini is Chairman and Chief Executive Officer of Jaguar; and Mr. Alboini and his investment company own 4.5% of the total issued shares of Jaguar and Mr. Alboini owns 29.1% of the issued shares of Northern, which in turn owns 12.5% of the issued shares of Jaguar.
The common shares of Added were acquired by each of Jaguar and Mr. Alboini for investment purposes. Depending on market and other conditions, Jaguar or Mr. Alboini may, directly or indirectly, acquire beneficial ownership of, or control or direction over, additional common shares of Added, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions, each of Jaguar or Mr. Alboini may sell any or all of their respective Added common shares.
Jaguar anticipates that the Added shares and warrants will be listed for trading on the TSX Venture Exchange on Friday, December 7 under the stock symbol LS for the shares and LS.WT for the warrants.
For more information regarding the private placement, the Qualifying Transaction, or on Lakeside please refer to the Filing Statement posted by Added on November 20, 2007 on SEDAR (
www.sedar.com).About Jaguar
Jaguar is a Canadian merchant bank that invests in undervalued small capitalization companies in a variety of industry sectors. Jaguar's shares are traded on the TSX under the symbol JFI.
http://www.marketwire.com/mw/release.do?id=800043Quote:
It is anticipated that Added's shares and warrants will be listed for trading on the Exchange on Friday, December 7, 2007 under the stock symbol LS for the shares and LS.WT for the warrants, subject to Added satisfying all of the Exchange's outstanding conditions.
Lakeside used $6,711,268 of the funds raised pursuant to the private placement to repay 50% of the $13,422,535 in long term debt that accrued interest at 22% until March 31, 2007 and at 11% since that date. Lakeside retired the remaining $6,711,267 of the long-term debt from its credit facility. As a result, Lakeside no longer has any long-term debt. The remaining net proceeds will be used for capital expenditures and working capital purposes.
Lakeside has renewed its credit facility with CIT Business Credit Canada Inc., which allows for up to a maximum of $35,000,000 in available funding subject to certain conditions and provides for an increase in annual capital expenditures to $4,200,000 in each of the fiscal years ending March 31, 2008 and March 31, 2009.
Vic Alboini, Chairman and CEO of Added stated: "The completion of Lakeside's going public transaction has enabled Lakeside to raise sufficient equity to retire its legacy acquisition financing that carried a burdensome interest rate. Additionally, Lakeside is now poised to consider appropriate merger and acquisition opportunities."
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