Trading Symbol: FFP
VANCOUVER, Oct. 2 /CNW/ - Consolidated Firstfund Capital Corp. ("Firstfund") is pleased to announce that it acquired 46,000 Class "A" Preference Shares, Series 6 (the "Preference Shares") in the capital of Vitality Products Inc. ("Vitality") on September 30, 2009. Vitality entered into an agreement with Firstfund on April 17, 2008 to issue 46,000 Class "A" Preference Shares, Series 6 for share subscriptions received that total $460,000. Firstfund had made cash advances that totaled $460,000 to Vitality during the period commencing August, 2003 to June, 2007. The issuance of the Preference Shares for the outstanding share subscriptions has now received regulatory approval and disinterested Vitality shareholders approval.
The 46,000 Class "A" Preference Shares, Series 6 of Vitality purchased by Firstfund represent 100% of the outstanding Class "A" Preference Shares, Series 6 of Vitality. The Preference Shares with a par value of $10 each in the capital stock of Vitality are non-voting, have a 6% cumulative dividend payable annually and are redeemable at the option of Vitality at $10 per share, as well as all unpaid dividends accrued thereon to the date of redemption. The Preference Shares plus all unpaid dividends accrued thereon are convertible at the option of Firstfund to common shares in the capital stock of Vitality for a period of five years. The conversion price for the first two years is $0.10 per common share and the conversion price in each of the subsequent three years is 10% higher than the conversion price in the preceding year. At the end of the five year conversion period, any outstanding Preference Shares will be converted into common shares in the capital stock of Vitality at the greater of $0.10 or the prevailing market price. Any decisions to pay dividends pursuant to the outstanding Preference Shares must be passed by a majority of members of Vitality's board of directors who are not directors of Firstfund. The Preference Shares, and any of the securities underlying the Preference Shares if the conversion privilege is exercised, are subject to a four-month hold period that expires on January 31, 2010.
The effect of the distribution of the securities underlying the Preference Shares if the conversion privilege is exercised, would be to increase the direct and indirect holdings of the voting common shares of Vitality by Firstfund from 1,028,671 common shares (5.2% of the issued and outstanding common shares) to 5,628,671 (23% of the issued and outstanding common shares, assuming conversion), assuming that the conversion right is exercised at $0.10 per common share, being the lowest price into which the Preference Shares can be converted into common shares of Vitality.
The exercise of the conversion privilege attached to the Preference Shares will not affect the direct holdings of common shares of Vitality by William N. Grant (currently 3,691,063 common shares), but will affect his indirect holdings to the extent described above, since Mr. Grant, a director and officer of Vitality, is a control person of Firstfund. Firstfund together with William N. Grant, through either direct ownership or indirect ownership, beneficially own and control 9,319,734 common shares of Vitality or 38.1% of the outstanding common shares of Vitality, assuming the conversion privilege of the Class "A" Preference Shares, Series 6 of Vitality is exercised.
Firstfund has relied on Section 2.5 of National Instrument 45-106 Prospectus and Registration Exemptions. The prospectus requirement does not apply to a trade by Vitality of a security of its own issue to Firstfund because a majority of the voting securities of Firstfund are owned by directors of Vitality.
Firstfund acquired the Preference Shares for investment purposes and may, depending on market and other conditions, increase or decrease its ownership position in securities of Vitality through market transactions, private agreements, treasury issuances or otherwise. A copy of the Early Warning Report will be available on the SEDAR website at www.sedar.com.
On behalf of the Board of
CONSOLIDATED FIRSTFUND CAPITAL CORP.
"William N. Grant" (signed)
William N. Grant, President & CEO
Neither 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.
SOURCE Consolidated Firstfund Capital Corp.
For further information: For further information: or to obtain a copy of the Early Warning Report, please contact: W. Douglas Grant, Vice President & CFO at (604) 683-6611 or firstname.lastname@example.org