FCF Founders Advantage Capital Corp

KayMaur Holdings Ltd. (“KayMaur”) reports that on December 31, 2020, KayMaur acquired 4,071,000 Class “A” common shares (“Common Shares”) in the capital of Founders Advantage Capital Corp. (“Founders”) from treasury at a deemed price of $1.75 per Common Share for total consideration of $7,124,250. The acquisition of Common Shares was completed in connection with the Inversion Rights Termination Transaction and related transactions (collectively, the “Reorganization”) disclosed in Founder’s information circular dated November 9, 2020 (the “Circular”).

KayMaur is incorporated under the laws of British Columbia and its principal business is an investment company. Gary Mauris (“Mauris”) and Chris Kayat (“Kayat”) control KayMaur.

Prior to giving effect to the Reorganization, KayMaur owned, or exercised control or direction over, 12,453,331 Common Shares, representing approximately 32.7% of the 38,082,513 issued and outstanding Common Shares calculated on an undiluted basis. Following the Reorganization, KayMaur owned, or exercised control or direction over, 16,524,331 Shares, representing approximately 35.4% of the 46,653,941 issued and outstanding Common Shares, calculated on an undiluted basis, an increase of approximately 2.7%.

KayMaur acquired the Common Shares for investment purposes. KayMaur may from time to time decide to acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold securities of the Issuer or develop plans or intentions relating to the foregoing, in each case, depending on market and economic conditions, the business and prospects of Founders and other relevant factors.

As part of the Reorganization, KayMaur also acquired 25,432,674 series 1, class B non-voting preferred shares (the “Preferred Shares”), representing 95% of the issued and outstanding Preferred Shares. Further, concurrent with the issuance of the Preferred Shares, the holders of the Preferred Shares entered into an Investors Rights Agreement with Founders that provides the holders of Preferred Shares with certain governance rights. Details regarding the Investors Rights Agreement are set out in the Circular and a copy of the agreement is available for review on SEDAR.

KayMaur and Founders relied on the “Asset Acquisition” exemption set out in Section 2.12 of National Instrument 45-106 – Prospectus Exemptions.

Founders head office is located at 400, 2207 – 4th Street SW, Calgary, Alberta T2S 1X1.

This news release is issued in accordance with the early warning requirements under applicable Canadian securities laws. An early warning report relating to the Transaction will be filed by KayMaur with applicable securities regulators and will be available for viewing under Founders’ SEDAR profile at www.sedar.com. A copy of the early warning report may be obtained by contacting the individual at the contact information provided below.

KayMaur Holdings Ltd.2215 Coquitlam AvenuePort Coquitlam, British Columbia V3B 1J6

Attention: Gary Mauris or Chris Kayat

The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. Neither the 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.