/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE
OF SECURITIES IN THE UNITED
STATES./
TORONTO, Oct. 25,
2024 /CNW/ - Trillium Acquisition Corp.
(TSXV: TCK.P) ("Trillium" or the "Company") announces
that it has entered into an amending agreement dated October 24, 2024 (the "Amending
Agreement") with Bankview 1827 Investment Corp., Capitol Hill
1426 Investment Corp., and Sunalta 1509 Development Corp.
(collectively the "Vendors") and certain affiliated
entities, each a private company incorporated and existing
under the laws of the Province of Alberta, amending certain terms of the
business combination agreement entered into between the Company and
the Vendors, and affiliated entities, dated May 17, 2024 (the "Business Combination
Agreement").
All dollar figures stated in this press release are provided in
Canadian dollars unless stated otherwise.
Pursuant to the Amending Agreement, the parties have updated the
consideration amounts to be paid by the Company in consideration
for the acquisition of the three-multi-family residential
properties located in Calgary,
Alberta (the "Real Property Assets") from the
Vendors, in connection with the Company's Qualifying Transaction
(as such term is defined in the policies of the TSX Venture
Exchange (the "TSXV")) (the "Transaction"), amongst
other items, as follows:
a) an aggregate cash payment in the amount of $17,000,000 (of which, the Company has advanced a
payment of $25,000 to the Vendors
and, subject to the approval of the TSXV, the Company shall advance
a payment of $225,000 to the Vendors,
representing a secured loan to the Vendors) (the "Cash
Consideration"), subject to adjustments customary for real
estate transactions of this nature; and
b) effecting a share issuance of 94,835,830 common shares in the
capital of the Company to the Vendors (the "Common
Shares").
The Company will also pay guarantee fees, up to $900,000, to certain affiliates of the Vendors as
consideration for guarantees provided in respect of the mortgages
related to the Real Property Assets, subject to any necessary
approvals.
In addition, the minimum proceeds to be raised from the
concurrent private placement will be $20,000,000 as there will no longer be a
vendor-take-mortgage as previously contemplated.
Upon completion of the Transaction, the Company intends to
complete a share consolidation in a ratio determined by the
new board of directors of the Company, provided that the
consolidation ratio shall be limited to one post-consolidation
common share for up to every 40 pre-consolidation common shares.
The directors of the Company following the Transaction are
anticipated to be: (i) Ryan Bazant
(Chairman); (ii) Rob Geremia; (iii)
Kelly Hanczyk; (iv) Theodore
Manziaris and, pursuant to the Amending Agreement, (v) Shailen Chande. The senior management team of
the Company will consist of those officers appointed by the new
board of directors of the Company concurrent with the closing of
the Business Combination, and are anticipated to include,
Rob Geremia, Chief Executive Officer
and Corporate Secretary and Jon
Cahoon, Chief Financial Officer. Jon
Cahoon will be providing his services indirectly through
Brava Development Corp., for whom he acts as Vice President of
Finance.
Biographies for Mr. Chande and Mr. Cahoon are as follows:
Shailen Chande
Mr. Chande is a seasoned executive with 20+ years of
international experience in corporate finance, investment banking,
private equity, public accounting & real estate investment.
From 2009 to 2023 Mr. Chande played a leadership role in the
transformation of Northwest Healthcare Properties REIT (TSX:
NWH.UN) from a $500m portfolio of
Canadian medical office buildings to a $10bn+ global healthcare
real estate asset manager. Previously, Mr. Chande worked as
an investment banker with Deutsche Bank in London, UK and qualified as Chartered
Professional Accountant with KPMG's real estate audit and
transaction advisory practice in both London, UK and Toronto, Canada. Mr. Chande graduated from
Wilfrid Laurier University with a Hons.
BBA and resides in Toronto,
Canada.
Jonathan (Jon) Cahoon
Mr. Cahoon lives in Calgary,
Alberta. He is the Vice President of Finance for Brava
Development Corp., a real estate development corporation in
Calgary, Alberta, affiliated with
the Vendors. Mr. Cahoon was previously Vice President of Finance
for Karve Builders Canada Inc. and Horton CB&I Ltd. Mr. Cahoon
has a Bachelor of Administration degree from Athabasca University and is a Chartered Public
Account (CPA-CMA) with 24 years of experience in accounting and
finance.
For further information regarding the Real Property Assets and
the transactions contemplated by the Business Combination Agreement
(including the terms of the concurrent private placement), see the
press release of the Company dated May 21,
2024, announcing the Business Combination Agreement.
Financial Information
Nimmons
Nimmons is one of the properties to be acquired by the Company
located at 1420 19 Avenue SW, Calgary,
Alberta, Canada ("Nimmons") that is held 100% by
Bankview 1827 Investment Corp. The following table sets out a
summary of selected financial information for the Nimmons property
for the six months ended June 30,
2024:
Total Assets
|
$
|
45,841,000
|
Total
Liabilities
|
$
|
31,798,000
|
Total
Revenues
|
$
|
989,000
|
Net Income And
Comprehensive Income
|
$
|
539,000
|
Cunningham
Cunningham is one of the properties to be acquired by the
Company located at 1509 15th Avenue SW, Calgary, Alberta, Canada ("Cunningham")
that is held 100% by Sunalta 1509 Development Corp. The following
table sets out a summary of selected financial information for the
Cunningham property for the six months ended June 30, 2024:
Total Assets
|
$
|
21,060,000
|
Total
Liabilities
|
$
|
14,001,000
|
Total
Revenues
|
$
|
74,000
|
Net Income And
Comprehensive Income
|
$
|
5,088,000
|
Wilderness Ridge
Wilderness Ridge is one of the properties to be acquired by the
Company located at 1426 23 Avenue NW, Calgary, Alberta, Canada ("Wilderness
Ridge") that is held 100% by Capitol Hill 1426 Investment Corp.
The following table sets out a summary of selected financial
information for the Wilderness Ridge property for the six months
ended June 30, 2024:
Total Assets
|
$
|
21,503,000
|
Total
Liabilities
|
$
|
15,584,000
|
Total
Revenues
|
$
|
462,000
|
Net Income And
Comprehensive Income
|
$
|
539,000
|
About Trillium Acquisition Corp.
Trillium is a capital pool company created pursuant to the
policies of the TSXV. It has not commenced commercial operations
and has no assets other than cash. Except as specifically
contemplated in the policies of the TSXV, until the completion of
its Qualifying Transaction (as such term is defined in the policies
of the TSXV), the Company will not carry on business, other than
the identification and evaluation of companies, business or assets
with a view to completing a proposed Qualifying Transaction.
Forward-Looking Statements
Certain information in this press release may contain
forward-looking statements. The forward-looking statements and
information in this press release include information relating to
the consideration to be paid for the Real Property Assets; the
advancement of the secured loan; proceeds to be raised from the
concurrent private placement and the anticipated directors and
officers of the Company following the Transaction. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following
risks:
- there is no assurance that the private placement will be
completed or the amount of gross proceeds raised in connection with
the private placement. In particular, the amount raised may be
significantly less than the amounts anticipated as a result of,
among other things, market conditions and investor
behaviour;
- there is no assurance that Trillium and the Vendors will
obtain all requisite approvals for the business combination,
including the approval of their respective shareholders (if
required), or the approval of the TSXV (which may be conditional
upon further amendments to the terms of the Business Combination
Agreement); and
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Company's securities,
regardless of its operating performance.
Additional information identifying risks and uncertainties is
contained in filings by Trillium with the Canadian securities
regulators, which filings are available at
www.sedarplus.ca.
Trillium assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could
differ from those reflected in the forward-looking statements
unless and until required by securities laws applicable to
Trillium.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Trillium Acquisition Corp.