REALnorth Opportunities Fund Announces Closing of Sale of Assets and Wind-up of Operations
VANCOUVER, BC, April 1, 2024 /CNW/ - REALnorth Opportunities Fund (the "Fund") announced today that it completed, on March 28, 2024, the previously announced sale of its remaining properties pursuant to three separate definitive agreements (collectively, the "Sale Transactions") and has begun the wind-up of its operations.
The ordinary resolution to approve Sale Transactions and the special resolution to approve the termination of the Fund in accordance with the Fund's declaration of trust (the "Declaration of Trust") were each approved at the special meeting of unitholders of the Fund held on March 21, 2024 (the "Meeting"), with 100% of votes in favour of each resolution. Accordingly, the unitholder approval requirements under the Declaration of Trust and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions for the Sale Transactions and the termination of the Fund were satisfied.
The Fund, through certain of its subsidiaries, completed the sale of its indirect 87.5% interest in bare industrial zoned land located in Fort St. John, British Columbia (the "FSJ Industrial Property") for a gross purchase price of $1,662,500 (which effectively valued the property at $1,900,000), excluding customary closing adjustments, which was paid in cash at closing.
The Fund, through certain of its subsidiaries, completed the sale of its indirect 50% interest in bare land located in Fort St. John, British Columbia that is within the agricultural land reserve (the "Aurora Acreage Property"), for a gross purchase price of $1,080,000 (which effectively valued the property at $2,160,000), excluding customary closing adjustments, which was paid in cash at closing.
The Fund, through certain of its subsidiaries, completed the sale of its bare land residential properties located in Fort St. John, British Columbia (the "Garrison Landing Residential Property") for an aggregate gross purchase price of $2,705,000, excluding customary closing adjustments. The purchase price for the Garrison Landing Residential Property was satisfied in part through the issuance by the purchaser of a $2.0 million secured, interest-bearing vendor take back promissory note (the "Garrison VTB Note"), with the remainder of the purchase price being paid in cash. As previously announced, the Fund has the right to assign, and intends to sell, the Garrison VTB Note in order to allow for the timely payment of a final cash distribution to unitholders. The original purchaser of the Garrison VTB Note identified by the Fund advised the Fund that it would not be proceeding to acquire the Garrison VTB Note from the Fund under the non-binding LOI previously executed. The Fund's intention remains to sell the Garrison VTB Note for cash proceeds, and it is in discussions with potential alternative buyers of the Garrison VTB Note at this time.
With the Sale Transactions having closed, the Fund is in the process of winding down its operations. As part of its wind-up the Fund will return to unitholders of the net proceeds received from the Sale Transactions and the sale of the Garrison VTB Note, once completed, after the payment of all liabilities, taxes and transaction related other expenses of the Fund and its direct and indirect subsidiaries (collectively, the "Obligations").
In accordance with the special resolution approved by the unitholders of the Fund at the Meeting and the Declaration of Trust, the Fund will be formally terminated and a final distribution will be paid to unitholders on a date determined by the trustees of the Fund. It is currently expected that the termination of the Fund will occur, and the final distribution will be paid to unitholders, during the second quarter of 2024.
As previously disclosed, the Fund intends to apply to cease to be a reporting issuer so as to be relieved of further continuous disclosure obligations under applicable Canadian securities laws.
Forward-Looking Information
Certain statements in this news release may constitute "forward-looking information" within the meaning of applicable Canadian securities laws, which information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to: the wind-down of the Fund's operations and the estimated timing of the termination of the Fund and the payment of a final distribution to unitholders; the repayment of all of the Fund's Obligations; the Fund's intention to make an application to cease to be a reporting issuer; the Fund's intention to sell the Garrison VTB Note for cash proceeds; and the Fund being in discussions with potential alternative buyers of the Garrison VTB Note at this time.
Although the forward-looking information contained in this news release is based upon what the Fund's trustees and management believe to be reasonable assumptions, the Fund cannot assure unitholders that actual results will be consistent with such information. Certain key expectations and assumptions made by the Fund and reflected in the forward-looking information in this news release include without limitation: the sale of the Garrison VTB Note will be completed on terms not materially less advantageous to the Fund than previously contemplated and will be completed on a timely basis; there will be no intervening events or unforeseen Obligations that will materially reduce the amount funds available for distribution to unitholders of the Fund, or that delay the distribution of such funds; and applicable regulatory authorities will approve the Fund's application to cease to be a reporting issuer.
Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, without limitation: the risk that the Fund will not be able to sell the Garrison VTB Note on the terms expected or in accordance with the timing currently contemplated, or at all; the risk that the Fund's Obligations will be greater than anticipated; the risk that distributions to unitholders will be delayed; the risk that distributions to unitholders will be less than anticipated; and the risk that the applicable regulatory authorities will not approve the Fund's application to cease to be a reporting issuer. Should any of the foregoing risks materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance, activities or achievements could vary materially from those expressed or implied by any forward-looking information contained in this news release. Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on these and other risk factors that could affect the operations or financial results of the Fund can be found under "Risks and Uncertainties" in the Fund's Management's Discussion & Analysis dated November 27, 2023 for the period ended September 30, 2023 and under "Risk Factors" in the Fund's information circular dated February 22, 2024, a copy of each of which is currently available on SEDAR+ (www.sedarplus.ca).
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to the Fund. The forward-looking information is made as of the date of this news release and the Fund assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
Additional information relating to the Fund and other public filings, are available on SEDAR+ at www.sedarplus.ca.
SOURCE REALnorth Opportunities Fund
For more information about this news release, please contact: Darlene Paziuk, REALnorth Opportunities Fund, Phone: 604-449-6402, E-mail: [email protected]
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