/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES./
TSX VENTURE EXCHANGE: JVI.P
TORONTO, July 27 /CNW/ - Further to a press release dated May 26, 2010, JJR VI Acquisition Corp. ("JJR VI") announces that in connection with its previously announced transaction whereby JJR VI would acquire all of the issued and outstanding shares of American Insurance Acquisition Inc. (the "Target"), a wholly-owned subsidiary of Kingsway Financial Services Inc. (the "Qualifying Transaction"), JJR VI intends to change its name to "Atlas Financial Holdings, Inc. (the "Name Change").
As part of the proposed Qualifying Transaction, JJR VI intends to amend its articles to effect a consolidation of its common shares on the basis of a ratio within the range of one-post consolidation common share for every 15 pre-consolidation common shares (15:1) to one post-consolidation common share for every 25 pre-consolidation common shares (25:1) (the "Consolidation"), which ratio is to be selected and implemented by JJR VI's board of directors in its sole discretion. JJR VI currently has 10,700,000 common shares issued and outstanding. After the completion of the Consolidation, the Resulting Issuer will have between 428,000 and 713,333 common shares issued and outstanding.
As a condition precedent to the tax reorganization of JJR VI required for the Qualifying Transaction, it will continue from Ontario, Canada to the Cayman Islands (the "Continuance") as if it had been incorporated as a Cayman Islands corporation.
JJR VI will seek shareholder approval to effect the Name Change, the Consolidation and the Continuance at a special meeting of shareholders scheduled for August 20, 2010 (the "Meeting"). Further information is available in JJR VI's management information circular dated July 23, 2010 (the "Circular") prepared in respect of the Meeting, which will be filed on JJR VI's profile on the SEDAR website at www.sedar.com.
At the Meeting, shareholders will also be asked to vote for the election of James Estey, John Fitzpatrick, Jordan Kupinsky, Larry Swets, Jr. and Scott Wollney as directors of the Resulting Issuer subject to the completion of the Qualifying Transaction. It is expected that Ronald D. Schmeichel and Elena Masters will resign as directors following the completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, execution of the definitive agreement in respect of the Qualifying Transaction, regulatory approvals, including applicable insurance regulatory authorities, Toronto Stock Exchange and/or TSX Venture Exchange acceptance and shareholder approval of, among other things, the Name Change, the Consolidation and the Continuance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.
Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.
JJR VI is a CPC governed by the policies of the TSX Venture Exchange. JJR VI's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
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 JJR VI ACQUISITION CORP.
For further information: For further information: Jordan Kupinsky, Director of JJR VI at 416-972-6574