Rice Capital Management Plus Inc. of Winnipeg, and Toronto-based Jovian Capital CorpOntario have agreed to combine their companies to build a Canadian community based financial services company headquartered in Winnipeg.

Announced Friday, the proposed arms length business combination is structured as a share exchange. Jovian shareholders will receive such number of common shares in the capital of RCM which will represent 50% of the issued and outstanding common shares of RCM on the closing date, including those issuable upon conversion of Series 1 Preferred Shares.

The principle shareholders of Jovian representing more than 80% of the outstanding Jovian shares are: Philip Armstrong, Aurora, Ontario; Otto Felber, Crawford Gordon, Brad Griffiths, Rob Hannah, David Lewis, Don McFarlane and Derek Nelson all of Toronto, Ontario.

Based upon the currently issued and outstanding share capital of RCM, RCM would issue 29,815,562 common shares in exchange for all the issued and outstanding shares of Jovian.

RCM will also issue options to acquire up to 6 million common shares with an exercise price of 40¢. These options will be allocated within 30 days of the closing of the transaction. The primary purpose of these options is for RCM and its subsidiaries to attract new employees, retain existing employees and reward employee performance.

RCM will provide rights on an “earn in” basis for a company controlled by a principal shareholder of Pescara Partners Inc., a fund management company acquired by Jovian.
RCM’s board of directors which in turn unanimously approved the transaction. In addition the holders of shares representing more than 79% of the outstanding common shares have entered into an agreement to approve and fully support the share exchange transaction.

The marriage between RCM and Jovian will link a group of seasoned investment professionals and a strong Canadian financial services distribution firm with a 35 year history. The expanded company is a strong combination of distribution, manufacturing and capital market expertise. It will offer consumers an excellent choice through a complete suite of investment and insurance products.

The company will operate under the Rice Capital Management name with a management team comprised of the highly qualified and experienced industry veterans of Rice and Jovian.
Jovian is a financial holding company that owns McFarlane Gordon Inc., a full service investment dealer, Felcom Management Corp., a portfolio management company, Gibraltar Alternative Asset Consulting Group Inc., a financial wholesaler, and interests in two alternative asset managers.