Edgefront Realty Corp. Announces TSXV Conditional Approval and Filing of Filing Statement for its Qualifying Transaction


TORONTO, Feb. 26, 2013 /CNW/ - Edgefront Realty Corp. ("Edgefront"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), is pleased to announce that it has received conditional approval from the TSXV for the closing of its Qualifying Transaction, as defined under TSXV Policy 2.4 - Capital Pool Companies (the "CPC Policy"), and that further to its press release dated January 22, 2013 (the "QT Press Release"), Edgefront has filed its filing statement in connection with its Qualifying Transaction (the "Filing Statement").

As previously announced, Edgefront's Qualifying Transaction involves the purchase by Edgefront, pursuant to a purchase and sale agreement dated January 21, 2013 (the "Purchase Agreement") with 1732228 Ontario Inc. (the "Vendor"), of the Vendor's rights as tenant in a 66 year ground lease (the "Ground Lease") (which commenced on May 1, 2006 with the option to extend for two additional 10 year terms) in respect of a property in Charlottetown, Prince Edward Island containing a 4,500 square foot building (the "Property") for a total purchase price of $1.148 million (the "Transaction"). The purchase price will be satisfied by the assumption by Edgefront of the existing mortgage on the Property, with a principal balance of approximately $0.5 million, with the remainder of the purchase price to be paid in cash.

The beneficial interest in the Vendor's right as tenant in the Ground Lease is owned by 695 University Avenue (TD PEI) Partnership which is unrelated to Edgefront or any of its directors and officers. The Property is currently leased to a Schedule 1 chartered bank until June 30, 2016 (the "Lease"). On completion of the Transaction, Edgefront will assume the Vendor's interest in both the Ground Lease and the Lease.

Assuming all conditions for closing are satisfied, Edgefront expects to close the Qualifying Transaction on or about March 7, 2013. Upon completion of the proposed Qualifying Transaction, Edgefront is expected to meet all of the minimum listing requirements for a Tier II Real Estate Issuer. The Filing Statement is available under Edgefront's profile on SEDAR at www.sedar.com. Following completion of the Qualifying Transaction, the business of the Resulting Issuer will be to manage and operate the Property for the term of the Ground Lease. It is also the intention of the Resulting Issuer to expand its business of purchasing, owing and operating real estate assets and raising funds in the marketplace in order to convert the Resulting Issuer into a real estate investment trust having an external asset management structure, subject to receipt of all necessary approvals, including that of the TSXV.

Edgefront Realty Corp.

Edgefront Realty Corp. is a capital pool company listed on the TSXV. Edgefront was established pursuant to the CPC Policy which permits an initial public offering and a TSXV listing by a newly created company that has no assets, other than cash, and has not commenced commercial operations. Prior to the Transaction, the principal business of Edgefront has been the identification and evaluation of assets with a view to completing a Qualifying Transaction.

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

Investors are cautioned that, except as disclosed in Filing Statement filed in connection with the Qualifying 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 TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.  Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking information within the meaning of Canadian securities laws.  Such information includes, without limitation, information regarding the completion of the Qualifying Transaction.  Although Edgefront believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.  Edgefront cautions investors that any forward-looking information provided by Edgefront is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Edgefront's ability to complete the Qualifying Transaction; the state of the financial markets for Edgefront's securities; the state of the real estate sector in the event the Qualifying Transaction is completed; recent market volatility; Edgefront's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Edgefront is unaware of at this time.  The reader is referred to Edgefront's Filing Statement and initial public offering Prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Edgefront's page on SEDAR at www.sedar.com.

SOURCE: Edgefront Realty Corp.

For further information:

please contact: Kelly C. Hanczyk at (416) 906-2379.

Profil de l'entreprise

Edgefront Realty Corp.

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