TORONTO, Jan. 8 /CNW/ - Genterra Inc. ("Genterra" or the "Company") (TSX-V: "GIC.A") announced today that it has agreed to acquire Ninety Ontario Street Inc. the owner of a five-storey, sixty unit building at 90 Ontario Street in downtown Toronto for $4,890,000 payable by the issuance of 326,000 Class A Preference Series 1 Shares to be created pursuant to a share capital reorganization described below. The acquisition will provide the Company with an income producing asset with gross annual income in excess of $700,000 and the potential for redevelopment and capital gain appreciation. The transaction, which is being structured as a share acquisition from First Ontario Investments Inc., a related party in respect of Genterra, will require approval of the Company's minority shareholders and the TSX Venture Exchange. The Company intends to present the transaction to shareholders at its annual and special meeting of shareholders in March, 2008. The Company also announced a proposal to reorganize its share capital by reclassifying the Class A Subordinate Voting Shares, Class B Multiple Voting Shares and the six classes of non-voting preferred shares into one class of voting shares and two classes of non-voting convertible preference shares. One of the new classes of non-voting preference shares, the Class A Preference Series 1 Shares, will be issued as consideration for the acquisition of Ninety Ontario Street Inc. Management explained that the reorganization is designed to simplify the Company's existing complex share structure and provide the holders of the Company's preferred shares with an opportunity to convert into listed voting shares. The reorganization will require the approval of a two-thirds majority of all votes cast by shareholders of each class of the Company's outstanding shares voting separately as a class. The reorganization is subject to the approval of the TSX Venture Exchange. Genterra Inc. is a management and holding company whose assets include rental real estate properties and investments. "Safe Harbor" statement under the Private Securities Reform Act of 1995: This release may contain forward-looking statements which reflect management's current views of future events and operation. These forward-looking statements are based on assumption and external factors, including assumptions relating to product pricing, competitive market conditions, financial data and other risks or uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. These forward-looking statements represent the Company's judgement as of the date of this release and any changes in the assumptions or external factors could produce significantly different results. Disclaimer: TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
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