Jovian Capital Corp. and 1189591 Alberta Ltd. have entered into a private placement agreement of 32,350,000 common shares of Jovian at 80¢ a share, for a total consideration of approximately $25.8 million.

The shares representing approximately 25.8% of Jovian’s current outstanding share capital.

Jovian will use the net proceeds to repay certain existing indebtedness, for strategic acquisitions and for ongoing working capital requirements.

The private placement will require approval by shareholders of Jovian at a special meeting of shareholders scheduled for Jan. 29, 2008, in Toronto, and is also subject to regulatory approval. If approved, the private placement will significantly strengthen the firm’s financial position, Jovian says.

In addition, 1189591 Alberta Ltd., which is majority owned and controlled by Calgary businessman Murray Edwards, has acquired 11,100,000 common shares of Jovian at a price of 77¢ per share, representing approximately 8.8% of Jovian’s current outstanding share capital, through a private purchase agreement. The same corporation has also entered into a separate private purchase agreement to acquire an additional 6,379,432 common shares of Jovian at a price of 77¢ per share, representing approximately 5.1% of Jovian’s current outstanding share capital, which is scheduled to close in mid-January 2008, subject to regulatory approval.

Following completion of the private placement and the purchases under the private purchase agreements, Edwards will indirectly own or control a total of 49,829,432 common shares of Jovian, representing approximately 31.5% of Jovian’s then-outstanding share capital. Edwards has indicated that the purchases are for investment purposes.

“We are delighted to have attracted an astute, long-term investor in Murray Edwards. The transactions will significantly strengthen our financial position, providing additional resources with which to pursue our strategy to build a dynamic management and holding company in the financial services sector,” says Philip Armstrong, C.E.O. of Jovian.

Jovian also announced that Edco Capital Corp., a separate corporation controlled by Edwards, has agreed to provide Jovian with a $15 million credit facility, which will have a term of two years, subject to completion of the private placement, and carry an interest rate of 10%.

BetaProd Investment

As well, Jovian announced that it has entered into a letter of intent to acquire an additional 6% interest in BetaPro Management Inc., in exchange for the issuance to the vendor of 2,612,000 common shares in the capital stock of Jovian at a price of 80¢ per share, subject to all necessary approvals.

Upon fulfillment of certain conditions, this transaction is expected to close by the end of January 2008. This will increase Jovian’s interest in BetaPro Management Inc. to 39%. BetaPro provides investment products to investors mainly in the form of exchange-traded funds.

Board changes

Jovian also announced that Thomas Rice has resigned as a director of Jovian. Rice was the founder of Rice Capital Management Plus Inc., the predecessor company of Jovian, and of Rice Financial Group Inc., one of Jovian’s principal subsidiaries.

The vacancy created by Rice’s resignation has been filled by Larry Moeller, a business associate of Edwards, subject to regulatory approval.

Moeller, a Chartered Accountant and Chartered Business Valuator by profession, is a director and officer of numerous private and public companies, in various business sectors.