Oriana Resources Corporation announces letter of intent to complete a qualifying transaction with Colwood City Centre Limited Partnership

TORONTO, Jan. 30, 2013 /CNW/ - Oriana Resources Corporation ("Oriana") (OUP.P - TSX Venture), a Capital Pool Company, is pleased to announce that on January 30, 2013 it entered into a letter of intent with Colwood City Centre Limited Partnership ("Colwood"), to complete a business combination (the "Transaction") whereby certain real property and related assets of Colwood related to its Capital City Centre development project (the "Colwood Assets") will be transferred to Oriana in exchange for securities of Oriana.  The Transaction is intended to constitute a qualifying transaction of Oriana as such term is defined in Policy 2.4 of the Corporate Finance Manual (the "Qualifying Transaction") of the TSX Venture Exchange (the "Exchange").  The Qualifying Transaction will constitute an arm's length transaction for the purposes of the Exchange's policies and rules.

About Colwood and Capital City Centre

Colwood is a limited partnership established in the Province of British Columbia in 2007. The general partner of Colwood is Colwood City Centre GP Inc., a British Columbia company owned indirectly by Adam Gant and Emanuel Arruda.

Colwood is presently in the process of undertaking a real estate development project known as Capital City Centre.

Capital City Centre will be developed in multiple phases across a total property assemblage of 13.89 acres.  The development is located on the Westshore of Victoria, the provincial capital of British Columbia, in the municipality of Colwood.

Phase 1 is expected to include (a) the integration of a 76 unit, four storey residential component above a new 42,000 square foot London Drugs store together with six storeys of office space above a retail podium; and approximately 30,000 square feet of shop space ("Phase 1A"), and (b) a 27 storey residential tower that will be ranked the tallest structure on Vancouver Island.  It is anticipated that the scope of this first phase, currently under construction, will soon be expanded to include a 33,000 square foot grocery store with eight storeys of senior care incorporated above this anchor tenant.  Phase 1A is expected to be completed within the next 18 months at a total development cost of approximately $67.5 million.  Oriana anticipates financing Phase 1A by utilizing existing cash and the credit facilities arranged by Colwood (and to be assumed by Oriana), as well as completing a financing with a senior construction lender within approximately 90-120 days after the closing of the Qualifying Transaction.

The lands were acquired in January of 2007 and were subsequently rezoned to a mixed-use designation with a permitted density of 3,821,190 square feet.

Overall, zoning entitlements allow for the development of up to 12 residential towers ranging from 16 to 29 storeys, two-storey townhouse units, all of the uses described above, including the addition of more office buildings, a hotel facility, student housing, and a public plaza incorporating food and beverage establishments.

It is currently estimated that building out Capital City Centre to the full permitted density will require capital expenditures of approximately $1.2 billion and will take approximately 15 years to complete.

Business Plan

Upon completion of the Qualifying Transaction (as hereinafter detailed), Oriana will seek to acquire and manage income producing real estate while also pursuing superior real estate investment returns realized from the organic development of large urban mixed-use projects.  The plan is to expand the portfolio of assets across Canada, targeting major metropolitan markets that are experiencing stronger than average population and employment growth.  Capital City Centre will be the first transaction undertaken by Oriana; however, Oriana's intended course of business includes pursuing a number of other real estate projects and assets, in addition to Capital City Centre. Oriana will retain League Assets Corp., a company established under the laws of the Province of British Columbia, as its manager for purposes of carrying out its intended business plan. The terms of the management agreement have not been finalized but it is expected they will be at market rates for comparable projects and services.  League Assets Corp. is owned indirectly by Adam Gant and Emanuel Arruda, both residents of Victoria, British Columbia.

Name Change

Concurrent with the closing of the Transaction, Oriana intends to change its name to League Urban Ventures Inc.

The Qualifying Transaction

Subject to regulatory approval, Oriana will acquire the Colwood Assets (including both the assumption and conversion to equity of existing debt financing obligations of Colwood related to the Colwood Assets) for an estimated purchase price of $161 million. The estimated purchase price will be satisfied by issuing 258.5 million common shares (the "Common Shares"), 6.4 million preference shares (the "Preference Shares"), a promisory note of $3.9 million (the "Promissory Note"), and by the assumption of indebtedness of Colwood in the amount of $35 million.  The foregoing amounts are estimates only. The final purchase price and the number of shares and amount of the Promissory Note to be issued by Oriana in satisfaction therefor are subject to adjustment on or prior to closing to reflect ongoing construction and related activities up to the closing date of the transaction.  The Common Shares shall be issued at a deemed issuance price of $0.225 per Common Share and the Preference Shares shall be issued at a deemed issuance price of $10.00 per Preference Share.  The Promissory Note will be issued at par, be non-interest bearing and shall have a 5 year term with a two year extension option.  The proposed Qualifying Transaction will be effected by way of a Plan of Arrangement pursuant to the Business Corporations Act (British Columbia) and an information circular will be completed detailing the terms of the Transaction and seeking approval from shareholders of Oriana and certain securityholders of Colwood and then voted on at concurrent meetings of securityholders of Oriana and Colwood.  On the closing of the Transaction, Oriana shall seek the listing of the Preferred Shares on the Exchange, in addition to the Common Shares, which are already listed on the Exchange.  The Colwood Assets have been valued for the purposes of the Qualifying Transaction at their book value (approximately $112 million (unaudited)), plus the capitalized and uncapitalized development and other costs related to the Colwood Assets incurred by Colwood to date and expected to be incurred prior to the closing of the Qualifying Transaction.

It is currently anticipated that the board of directors of Oriana will consist of Richard Buzbuzian, who is currently the Chief Executive Officer and a director of Oriana, as well as Adam Gant, Patrick Miniutti, Tony Quo Vadis, Bob Skene and Hermann Baron von Pfetten.  Mr. Quo Vadis will also serve as Chairman.  The officers will include Adam Gant, Chief Executive Officer, Jeffrey Simpson, Chief Operating Officer, and John Parkinson, Chief Financial Officer.  The current directors of Oriana, other than Mr. Buzbuzian, will resign upon closing of the Transaction.  Biographies of each of the anticipated directors and officers of Oriana are included below.

Richard Buzbuzian, Director - Richard Buzbuzian has held various senior executive positions during the past 15 years as both a principal and an advisor to public and private companies. His business experience includes acquisitions and dispositions, corporate finance, business development, and investor relations. Mr. Buzbuzian was a director and Chief Operating Officer of the Griffin Corporation (GRN.TSXV) from 1998 to 2002 and was a director of Armada Data Corp. (ARD.TSXV) from 1999 to 2009. At present, Mr. Buzbuzian is a director of CT Developers (DEV.P. TSX.V), provides investor relations at New Dawn Mining Corp. (ND.TSX), and is the President and CEO of Asher Resources Corp. (ACN.TSXV) as well as Oriana.

Adam Gant, Director and CEO - Adam Gant is an accomplished entrepreneur with experience in the valuation and financial aspects of real estate investments. He is currently the Chief Executive Officer and a director of Partners Real Estate Investment Trust (TSX: PAR.UN). With history as a real estate investor and as an owner of: a property management company; a development company; and a real estate finance company, Mr. Gant has knowledge and experience with regards to real estate. Mr. Gant will oversee all aspects of the acquisition and asset management processes for Oriana. These duties will include due diligence, financial and risk analysis, management reporting, as well as corporate and regulatory compliance. Mr. Gant studied Engineering at the University of British Columbia.

Patrick Miniutti, Director - Patrick Miniutti is the Chief Operating Officer of League Assets Corp. ("League") as well as the President of Partners Real Estate Investment Trust (TSX: PAR.UN). Before joining League, Mr. Miniutti served as Managing Director with Sunset Realty Services. Prior to this, he served as an officer and director of several public companies including as Executive Vice President, Chief Financial Officer, Chief Operating Officer and Director for Konover Property Trust; Executive Vice President, Chief Financial Officer and Director for Crown American Realty Trust; Chief Financial Officer at New Market Companies; Executive Vice President, Chief Operating and Chief Financial Officer of Western Development Corporation and, Vice President-Financial Services and Chief Accounting Officer for Cadillac Fairview Corporation's Urban Business Unit. He began his career in accounting with KPMG and then moved to Kenneth Leventhal & Company, where he continued to specialize in commercial and residential real estate.  Mr. Miniutti has a Bachelor of Science degree in Accounting from the University of Bridgeport and substantially completed his MBA studies at Michigan State University. He is a Certified Public Accountant and has served as a member of the AICPA's Real Estate Accounting Committee.

Tony Quo Vadis, Director - Tony Quo Vadis has provided oversight and leadership for public and private disclosure filings and has worked closely with executive teams on strategy, mergers and acquisitions, financing and operations.  Over the past ten years, Mr. Quo Vadis performed executive roles including President and CFO within Conair Group. Before that, he held senior financial roles with Finning International and the Jim Pattison Group across North America and Europe.  Mr. Quo Vadis began his career in chartered accounting in 1980 and spent his first 10 years in that industry. Mr. Quo Vadis has served on several corporate boards including the board and executive of the British Columbia Aviation Council and the board of the University of the Fraser Valley Foundation. Mr. Quo Vadis has received his Chartered Accountancy and a Certified General Accountancy designations, and is a graduate of the Queens Executive Program at the Queens Business School.

Bob Skene, Director - Bob Skene has more than 40 years of business experience. A chartered accountant, Mr. Skene has held a variety of executive roles including Chief Financial Officer and Senior Development Officer of Victoria-based WCG International Ltd., where he worked from 2000 to 2007, Chief Executive Officer of Vancouver Island Advanced Technology (VIATEC); Chairman, President and Chief Executive Officer of HTS High-Tech Systems Ltd.; Vice President, Finance and Administration for BC Systems; and Chief Operating Officer of Computel Systems Ltd. Mr. Skene has served as Chancellor and Acting President of Royal Roads University, and has been a member of the board of directors of the Victoria Airport Authority, Greater Victoria Hospital Society, and Victoria Chamber of Commerce.

Hermann Baron von Pfetten, Director - Hermann Baron von Pfetten is an entrepreneur with more than 35 years' Canadian real estate experience. Mr. Baron von Pfetten began investing in rural subdivisions in Alberta in 1975, following which his business interests grew to include town subdivisions and smaller commercial developments. He has built and/or developed several real estate projects including a commercial shopping centre in Edmonton which was later sold to Allianz Insurance Germany, the first Earl's Restaurants franchise in Prince George, BC which was subsequently expanded to include seven restaurants in BC, Alberta, and Manitoba, the last of which he sold in 2010, and more recently "The Dorchester", a prestigious condominium strata project in Kamloops, B.C..

Jeff Simpson, COO - Jeff Simpson joined League as Head of Urban Development in May 2012. Prior to that, he was Senior Vice-President, Investments for Cole Real Estate Investments, a $10 billion REIT based in Phoenix Arizona. Over the course of his 27 year career, he has been involved in a number of ground-up development projects, spanning multiple asset classes, including a major mixed-use project located in Burnaby, BC (Metropolis) and another mixed-use project in the Lower Mainland of Vancouver, B.C. (City Square). Mr. Simpson graduated from York University with a degree in Economics and also completed the Urban Land Economics program at University of British Columbia. Mr. Simpson is a Fellow of the Real Estate Institute of Canada and a Professional Member of the Real Estate Institute of British Columbia.  He has served as a director of numerous real estate organizations, has lectured on several courses pertaining to the real estate profession and authored several published articles on the topic of real estate.

John Parkinson, CFO - John Parkinson is a senior executive with cross-industry experience in the management of high growth, dynamic companies. He has experience in the management of public companies and in corporate financing.  He joined League in September 2012 as the Chief Financial Officer responsible for real estate operations, including Capital City Centre. Prior to joining League, Mr. Parkinson was the Chief Financial Officer of Protox Therapeutics Inc., a TSX listed bio-technology company and previously held the position of Vice President, Finance at Aspreva Pharmaceuticals, a public company formed in 2003 and sold to a diversified European healthcare group for over $1 billion. Prior to Aspreva, he focused on financial, high-tech and public company practices during his 10 years with KPMG LLP. Mr. Parkinson is a chartered accountant and is a member of Financial Executives International.  Mr. Parkinson is a graduate of the University of Saskatchewan where he received Bachelor of Commerce and Bachelor of Arts (Economics) degrees.

The Transaction is conditional upon, among other things, receiving all necessary regulatory and third party approvals and authorizations, the receipt of an independent valuation of the Colwood Assets, if required by the Exchange, approval by the shareholders of Oriana and certain securityholders of Colwood, confirmation of no material adverse change having occurred for Oriana or the Colwood Assets prior to close, the completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction, the completion of due diligence satisfactory to each party, and the completion of a sponsorship report satisfactory to the Exchange (or waiver by the Exchange of that requirement).

Oriana is currently confirming the terms of a sponsorship relationship for this transaction with an Exchange member firm, which will be disclosed as soon as an engagement is formalized.

Following completion of the Transaction, it is anticipated that each of Colwood and IGW REIT Limited Partnership, a limited partnership established in the Province of British Columbia in 2007, will own, directly or indirectly, more than 10% of the issued and outstanding voting securities of Oriana and as such will be "insiders" of Oriana for purposes of applicable securities laws. IGW REIT Limited Partnership and its general partner, IGW REIT GP Inc., are subsidiaries of LEAGUE IGW Real Estate Investment Trust, a privately owned real estate investment trust established under the laws of the Province of British Columbia in 2007.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.  Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

SOURCE: Oriana Resources Corporation

For further information:

For further information about Oriana, please contact Richard Buzbuzian, CEO, at (647) 501-3290 or by email at rbuzbuzian@asher-resources.com.  For further information about Colwood, please contact Adam Gant, President of Colwood City Centre GP Inc., at (250) 592-3395, or by email at Adam.Gant@league.ca.

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