WTF Holdings Inc. acquires Franchise Bancorp Inc. shares from Aragorn Holdings Limited and Ted Loyst

BRAMPTON, ON, April 8, 2016 /CNW/ - WTF Holdings Inc. ("WTF"), having an address at 294 Walker Drive, Brampton, Ontario, announced today that it has acquired ownership and control of 3,485,146 common shares of Franchise Bancorp Inc. ("FBI") from Aragorn Holdings Limited ("Aragorn"), having an address at 294 Walker Drive, Unit 2, Brampton, Ontario and Edward K. Loyst ("Loyst"), the owner of Aragorn. These shares include 800,886 common shares received upon conversion of 65,461.5 Class A preference shares and 201,500.5 Class B preference shares of FBI previously held by Aragorn. The shares were acquired at a price of $2.13 per share. The shares acquired by WTF represent 41.3% of the outstanding common shares of FBI.

After giving effect to the acquisition of shares, WTF beneficially owns, or exercises control or direction over, 5,646,421 common shares, 65,461.5 Class A preference shares and 201,500.5 Class B preference shares of FBI. WTF beneficially owns, or exercises control or direction over, approximately 67.0% of the common shares, 100% of the Class A preference shares and 46.3% of the Class B preference shares of FBI.  If WTF were to convert its preference shares, the security holdings of WTF would consist of 6,447,307 common shares (being 64.90% of the common shares on a fully diluted basis and 69.82% on a partially diluted basis).

After giving effect to the sale of shares, Loyst and Aragorn no longer beneficially own, or exercise control or direction, over any shares in FBI.  The shares were sold by Aragorn and Loyst in a private agreement as an exempt trade by a control person under section 2.3 of National Instrument 45-102 Resale of Securities.

As a result of the sale, a block voting agreement previously entered into among WTF, Aragorn and their respective principals has ended.  Loyst has resigned as a director and officer of FBI but has agreed to be available in a consulting capacity until April 30, 2016.

Dino Fragaglia (the Vice President of Global Pet Food Stores Inc., a subsidiary of FBI), Paul Thomson (the President of FBI) and James Walker (the President of Global Pet Food Stores Inc., a subsidiary of FBI), directly or indirectly, own WTF.

WTF intends to make a bid for the remainder of the FBI common shares at $2.13 per common share.

This press release is issued pursuant to National Instrument 62-103-The Early Warning System and Related Takeover Bid and Insider Reporting Issues, which also requires an early warning report to be filed. A copy of an early warning report of Aragorn, and a copy of an early warning report of WTF, will appear with FBI's documents on SEDAR and may also be obtained by contacting Paul Thomson at 905-790-9023.

SOURCE WTF Holdings Inc.

For further information: Paul Thomson at 905-790-9023


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