FXC FAX Capital Corporation

FAX Capital Corp. (“FAX”) (TSX: FXC and FXC.WT) today announced that it has, through its wholly-owned subsidiary, signed a definitive agreement to acquire a controlling interest in Carson, Dunlop & Associates Ltd. (“Carson Dunlop”, or the “Company”), partnering with the Company’s Co-Founder Alan Carson.  FAX will invest $11,750,000 from its available cash balance for approximately 78 per cent of Carson Dunlop, on a cash free, debt free basis, representing a total enterprise value of $15 million. (All currency figures are in Canadian dollars.)

Carson Dunlop is a leading provider of proprietary technology-enabled education services and software for home inspectors across Canada and the United States, as well as a leading provider of home inspections services in the Greater Toronto Area.  Carson Dunlop’s direct to consumer online education business through their private career college is the market share leader in Canada with a growing presence in the United States, and its curriculum is also utilized by third-party colleges and associations. Its home inspection software tools and mobile app, provided on a subscription basis, are used to generate home inspections in over 220,000 homes annually across the United States and Canada.  The Company was founded in 1978 and currently has 38 employees headquartered in Toronto.

“The acquisition of Carson Dunlop is consistent with our approach to private investments by focusing on acquisitions of smaller companies, including founder-led and family-run businesses seeking a constructive partner with permanent capital, a commitment to generating returns through growth rather than cost cutting, and the expertise to significantly build the business,” said Blair Driscoll, CEO of FAX.

Carson Dunlop represents FAX’s inaugural private company investment and demonstrates all the attributes of an attractive asset.  Carson Dunlop is a durable business with strong competitive advantages, illustrated by its leading market position in each of its business segments. The Company has multiple opportunities to drive organic growth, has attractive margins and returns on capital, generates stable and growing free cash flow, and represents a solid foundational asset for a platform on which FAX can add complementary businesses. FAX expects a smooth ownership transition with Mr. Carson continuing with the Company as Chief Executive Officer and a significant shareholder, retaining approximately 22 per cent ownership in the Company.

“We are excited with the opportunity to partner with Alan Carson and his talented team,” said Nickolas Lim, Managing Director at FAX. “Carson Dunlop has a strong reputation as a premier provider of education, software, and inspection services across North America. We intend to build on this reputation by expanding into adjacent markets and capitalizing on the rich data assets within the Company to accelerate its growth. Carson Dunlop will be the foundational asset of a new platform company under FAX that is focused on property technology and services.”

Alan Carson, CEO of Carson Dunlop, said: “This is exciting news for all of us at Carson Dunlop. We believe that we have found the right partner in FAX, which has the experience, relationships, and capital to drive further growth and create sustainable and long-term value for all stakeholders. I believe FAX’s long-term orientation and institutional resources uniquely positions the Company to effectively scale and grow. I look forward to continuing to lead our outstanding team as we move onto the next chapter in our story.”

The transaction is expected to close in January of 2021. On closing, FAX intends to provide more information on the Company and its plans. The acquisition is subject to a number of closing conditions, including no order or ruling that prevents the completion of the transaction and the delivery of final documentation. During the period between the signing of the agreement and the closing of the acquisition, the Company has agreed to operate the business in the ordinary course.

About FAX Capital Corp.

FAX is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. FAX intends to invest in equity, debt and/or hybrid securities of high-quality businesses. FAX initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States.

For additional information please contact:

Investor RelationsTim Foran Email: IR@faxcapitalcorp.comWebsite: www.faxcapitalcorp.com

Media RelationsKieran Lawler Telephone: (416) 303-0799 Email: Kieran.lawler@loderockadvisors.com

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking information. Such forward-looking information or statements (FLS) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, the anticipated closing date for FAX’s acquisition of the Company, FAX’s outlook and future plans for the Company; the future or expected performance of FAX’s portfolio investments, including the Company; FAX’s continuing investment thesis in respect of the Company and other portfolio investments; and FAX’s investment approach, objectives and strategy, including investment selection and pace of continued investment.

FLS is based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although FAX believes that the expectations reflected in such FLS is reasonable, undue reliance should not be placed on FLS because FAX can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such FLS include, but are not limited to, the continued impact of coronavirus (COVID-19), as well as the identified risk factors included in FAX’s public disclosure, including the annual information form dated March 26, 2020, which is available on SEDAR at www.sedar.com and on FAX’s website at www.faxcapitalcorp.com. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of FAX based on information currently available to FAX, and are subject to change without notice.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, FAX disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on FAX, please review its continuous disclosure filings that are available at www.sedar.com.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.