All in West! announces agreement to acquire Days Inn in Hinton, Alberta and private placement of shares and convertible debentures



    WINNIPEG, Sept. 7 /CNW/ - All in West! Capital Corporation (the
"Corporation") (TSXV: ALW) announced today that it has agreed to acquire the
Days Inn in Hinton, Alberta for a purchase price of $7,400,000, subject to the
usual closing adjustments.
    The Days Inn Hinton is a two-storey, 48 room limited service hotel
located at 358 Smith Street in Hinton, Alberta. The hotel is directly visible
from the Yellowhead Highway (Edmonton to Jasper) at the east entrance of
Hinton.
    The Corporation intends to satisfy the purchase price for the Days Inn
Hinton through a combination of mortgage financing in the approximate amount
of $4.5 million with the balance paid in cash.
    The Corporation also announced today that the acquisition of Phase II of
the Best Western Grande Mountain Getaways & Hotel (the "Grande Cache Phase II
Property"), a newly constructed 61 unit hotel located in Grande Cache, Alberta
is currently scheduled to close on September 14, 2007. The details of the
acquisition of the Grande Cache Phase II Property were previously disclosed in
the Corporation's management information circular dated February 28, 2007.
    The Corporation intends to satisfy the purchase price for the Grande
Cache Phase II Property through mortgage financing in the principal amount of
$5,400,000, bearing interest at a rate of 6.44% per annum, amortized over
15 years and maturing September, 2012, with the balance paid in cash.
    Assuming the acquisition of the Grande Cache Phase II Property and the
Days Inn Hinton, the Corporation's portfolio will be comprised of four hotel
properties as at September 30, 2007 as follows:

    
                                                                   Purchase
                                                         Number      Price
                         City,           Acquisition      of       Paid  to
    Property           Province              Date        Rooms    the Vendor
    -------------------------------------------------------------------------
    Phase I
     Grande Cache
     Property      Grande Cache, AB       April 2, 2007   81     $12,500,000
    Black Bear
     Inn                 Hinton, AB       July 16, 2007   87     $12,140,000
    Phase II
     Grande Cache
     Property      Grande Cache, AB  September 14, 2007   64     $11,555,000
    Days Inn             Hinton, AB  September 28, 2007   48      $7,400,000

    -------------------------------------------------------------------------
    Total                                                280     $43,595,000
    -------------------------------------------------------------------------
    

    The Corporation also announced today that it has engaged Bieber
Securities Inc. (the "Agent") as its agent in connection with a private
placement (the "Offering") of Shares at a price of $1.05 per Share and 5 Year
7.50% Series B Convertible Debentures ("Debentures") for minimum aggregate
gross proceeds of $4,000,000 and maximum aggregate gross proceeds of
$4,500,000. A minimum of 50% of the proceeds of the Offering must be raised
from the sale of Shares.
    The Debentures will be unsecured direct obligations of the Corporation
with a term of approximately 5 Years and will bear interest at a rate of 7.50%
per annum, payable monthly. The Debentures will be convertible into Shares at
the option of the holder at staggered conversion prices throughout the term of
the Debentures as follows: Year 1: $1.20; Year 2: $1.35; Year 3: $1.50;
Year 4: $1.65; Year 5: $1.80. The Corporation will have the right to force the
conversion of the Debentures into Shares at the applicable conversion price at
any time after the second anniversary of the issue date of the Debentures,
where, for the twenty days prior to the date that the Corporation provides
notice of such forced conversion, the volume-weighted average trading price of
the Shares is not less than 120% of the applicable conversion price.
    The Shares and Debentures issued pursuant to the Offering will be subject
to a four-month hold period in accordance with applicable securities laws and
the TSX Venture Exchange (the "Exchange"). The closing of the Offering is
subject to the approval of the Exchange.
    As compensation for its services, the Agent will receive cash commission
in an amount equal to 5.5% of the proceeds raised from the sale of Debentures
and 7.5% of the proceeds raised from the sale of Shares. The Agent will also
receive Share purchase warrants (the "Agent's Warrants") entitling the Agent
to acquire that number of Shares equal to 5% of the number of Shares sold
pursuant to the Offering at a price of $1.05 per Share, exercisable for a
period of twelve months following the closing of the Offering.

    All in West! Capital Corporation is a TSX Venture Exchange-listed issuer
with the objective of acquiring and/or developing and maintaining a growing
portfolio of income-producing properties (other than commercial real estate
properties) in Western Canada with a focus on hotel/lodging properties and
retirement residences. There are currently 14,408,617 common shares of the
Corporation issued and outstanding.

    The TSX Venture Exchange has not reviewed or approved the contents of
    this press release and does not accept responsibility for the adequacy or
    accuracy of its contents.

    This press release contains forward-looking statements. All statements
other than statements of historical fact contained herein are forward-looking
statements, including, without limitation, statements regarding future
financial position, business strategy, proposed acquisitions, and plans and
objectives of or involving the Corporation. Prospective investors can identify
many of these statements by looking for words such as "believe", "expects",
"will", "intends", "projects", "anticipates", "estimates", "continues" or
similar words or the negative thereof. There can be no assurance that the
plans, intentions or expectations upon which these forward-looking statements
are based will occur. Forward-looking statements are subject to risks,
uncertainties and assumptions. Although management of the Corporation believes
that the expectations represented in such forward-looking statements are
reasonable, there can be no assurance that such expectations will prove to be
correct. Some of the factors and risks which could affect future results and
could cause results to differ materially from those expressed in the
forward-looking statements contained herein include the impact of general
economic conditions, industry conditions, interest rate fluctuations,
tax-related risk factors, governmental regulation, environmental risks,
competition from other industry participants, stock market volatility, the
ability to access sufficient capital from internal and external sources and
the risk of fluctuation and variation in actual operating results, which
variation may be material. The forward-looking statements contained herein are
expressly qualified in their entirety by this cautionary statement. The
forward-looking statements included herein are made as of the date of hereof
and the Corporation does not undertakes any obligation to publicly update such
forward-looking statements to reflect new information, subsequent events or
otherwise, except as expressly required by applicable securities laws.





For further information:

For further information: Mr. Cornelius Martens, President and Chief
Executive Officer, or Mr. Cornelius William Martens, Investor Relations, Tel:
(204) 947-1200

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ALL IN WEST! CAPITAL CORPORATION

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