/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
- Operations begin for first North American publicly-traded green real
estate company -
TORONTO, Feb. 4 /CNW/ - ISG Capital Corporation. (TSX-V: SUS.P/SUS) (the
"Corporation" or "ISG"), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), is pleased to announce today that it has closed its
previously announced qualifying transaction (the "Qualifying Transaction") and
related private placement of common shares (the "Private Placement"). Details
of the Qualifying Transaction and Private Placement can be found in the press
release dated May 12, 2008, and the Information Circular dated August 22, 2008
both of which are available at www.sedar.com.
ISG has acquired an industrial distribution facility at 311 Ingersoll
Road in Ingersoll, Ontario (the "QT Property"). This facility is certified
BOMA BESt, is 100% leased and has lot coverage of only 23%, providing ISG with
the opportunity to realize additional value from future expansion of the
facility or re-development of the site. The Corporation plans to use the QT
Property as the first demonstration of its strategy to enhance the value of
commercial real estate through:
- proactive asset management; and
- the selective implementation of CleanTech initiatives which increase
environmental performance while offering attractive returns on
"As North America's first publicly-traded 'green' real estate company,
our goal is to become the recognized leader in creating high performance
buildings that offer reduced operating costs and encourage higher tenant
retention," said David Ogden, ISG's President and CEO. "Given that less than
1% of all buildings in North America are considered 'green', we believe that
there is an extraordinary opportunity to apply this strategy to build
significant value for our stakeholders in a socially responsible manner."
ISG has identified a series of initiatives that it believes will
significantly reduce operating costs for the QT Property and future
acquisitions. Implementation of the initiatives for the QT Property will begin
in the first quarter of 2009.
ISG also completed the Private Placement by selling 4,225,000 common
shares at $0.50 per share for gross proceeds of $2,112,500. Proceeds of this
financing were used in part to fund the purchase of the QT Property, and the
balance will allow the Corporation to begin execution of its business plan
over the following 12 months. "The completion of this private placement in the
current market environment is a strong endorsement and affirmation of our
unique business model and recognition of the market opportunity that ISG is
now poised to realize", added Mr. Ogden.
Certain directors and officers of the Corporation participated in the
Private Placement, directly and indirectly, for an aggregate of 1,300,000
common shares of the Corporation, representing 30.76% of the shares issued
pursuant to the Private Placement. All of the common shares issued to
subscribers pursuant to the Private Placement are subject to a four-month hold
period expiring June 4, 2009.
ISG anticipates that the Exchange will issue its Final Exchange Bulletin
(as defined in Policy 2.4) in respect of the Qualifying Transaction within the
next week at which time ISG will be listed as a "Tier 2" issuer and its ticker
symbol will change from the current "SUS.P" to "SUS".
Pursuant to the terms of an escrow agreement dated February 3, 2009 among
ISG, Computershare Investor Services Inc. and certain escrow security holders,
an aggregate of 2,517,000 common shares of the Corporation issued pursuant to
the Qualifying Transaction and Private Placement have been placed in escrow,
whereby 10% of such shares will be released immediately, following issuance of
the Final Exchange Bulletin. The balance of such shares will be released in
tranches in accordance with the escrow agreement over the 36 months hereafter.
The common shares placed in escrow consist of (i) 1,517,000 common shares
issued to the vendor of the QT Property in partial satisfaction of the
purchase price therefore and (ii) 1,000,000 common shares purchased by
affiliates of the vendor of the QT Property in the Private Placement using a
portion of the cash proceeds paid in satisfaction of the purchase price for
the QT Property.
The transaction is subject to the final approval of the Exchange.
This news release contains "forward-looking statements" within the
meaning of applicable securities laws relating to the completion of the
transaction, including statements regarding the final approval of the
transaction by the Exchange. Readers are cautioned not to place undue reliance
on forward-looking statements. Actual results and developments may differ
materially from those contemplated by these statements depending on, among
other things, the risk that ISG may not receive final approval from the
Exchange. The statements in this news release are made as of the date of this
release. The factors identified above are not intended to represent a complete
list of the factors that could affect ISG. Additional factors are noted under
"Risk Factors" in the ISG's Information Circular dated August 22, 2008, a copy
of which may be obtained on the SEDAR website at www.sedar.com.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
transaction and has neither approved nor disapproved of the contents of
this press release.
For further information:
For further information: David Ogden, President & Chief Executive
Officer, (416) 203-7538 or (877) 877-0213, www.isgcapital.ca