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TORONTO, Sept. 21, 2012 /CNW/ - (TSXV:TQ.P) Tanq Capital Corporation (the "Corporation"), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange Inc.'s (the "TSXV") Corporate Finance Manual), is pleased to announce that today it agreed to an assignment from Starlight Investment Ltd. ("Starlight") of an acquisition agreement (the "Acquisition Agreement") accepted on September 12, 2012. Pursuant to the Acquisition Agreement, the Corporation will acquire from an arm's length vendor (the "Vendor") a 48,994 square foot retail shopping centre in Duncan, British Columbia (the "Property"). The Corporation will purchase the Property from the Vendor for a purchase price equal to $14.6 million, subject to customary adjustments. The purchase price for the Property will be financed by new mortgage financing of approximately $10.2 million, with the balance in cash.
As previously disclosed in the Corporation's (final) prospectus dated August 17, 2012, (the "Prospectus") the Corporation intends to reorganize pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") into a real estate investment trust to be named True North Commercial Real Estate Investment Trust (the "REIT"), subject to receipt of all necessary approvals, including the approval of the TSXV and the shareholders of the Corporation. The acquisition of the Property and the Arrangement are proposed to constitute the Corporation's Qualifying Transaction, as defined in the CPC Policy (the "Proposed Transaction"). Completion of the acquisition of the Property (the "Acquisition") is conditional upon the completion of the Arrangement.
Pursuant to the Arrangement, among other things: (i) the issued and outstanding common shares ("Shares") of the Corporation will be exchanged for units ("Units") of the REIT on an 8 for 1 basis (1 Unit for every 8 Shares) (the "Exchange Ratio"); and (ii) the issued and outstanding options ("Options") to purchase Shares of the Corporation will be exchanged for options ("True North Options") to purchase Units on terms and conditions identical to the terms and conditions of the Options, subject to adjustments to the exercise price of, and the number of Units underlying, the True North Options based upon the Exchange Ratio.
Starlight, a corporation owned and controlled by Daniel Drimmer, will be the asset manager of the REIT pursuant to an asset management agreement to be entered into between the REIT and Starlight on the effective date of the Arrangement.
On completion of the Proposed Transaction, Daniel Drimmer will remain Chief Executive Officer and will be a trustee of the REIT. In addition, the Corporation is pleased to announce that Tracy Sherren will be appointed as the Chief Financial Officer of the REIT. Tracy Sherren, a resident of Hammonds Plains, Nova Scotia, was the Chief Financial Officer of Pacrim Hospitality Services Inc. ("PHSI"), from January 2005 to September 2012 and has over 25 years of senior financial management experience. She was responsible for obtaining construction and long-term financing and refinancing of new and existing commercial properties, operations management, financial reporting, investor relations and corporate tax planning. Through her experience in securing over $350 million in financings, Ms. Sherren is well-versed in all aspects of asset management, acquisition due diligence, real estate development, investment analysis, deal structuring and risk management. Concurrent with her role at PHSI, Ms. Sherren was also the Chief Financial Officer of TSX-listed Holloway Lodging Real Estate Investment Trust, from its inception in 2005 until July 2011. She currently sits on the advisory board of Hotelier Magazine. Ms. Sherren is a Chartered Accountant, and obtained her Bachelor of Business Administration from Acadia University in Wolfville, Nova Scotia.
Details with respect to additional proposed trustees, including the background of each such proposed trustee, will be announced in a subsequent press release.
Shareholder Meeting to be Announced
The Corporation intends to present the terms of the Proposed Transaction to its shareholders for approval at a special meeting to be held in November 2012 in Toronto.
As Daniel Drimmer currently indirectly owns an approximately 24.1% interest in the Corporation, and owns and controls Starlight, certain aspects of the Arrangement will constitute "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and therefore must be approved by the affirmative vote of a majority of minority shareholders of the Corporation.
Sponsorship of a Qualifying Transaction is required by the TSXV unless exempt in accordance with TSXV policies. The Corporation is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that the Corporation will ultimately obtain this exemption. The Corporation intends to include any additional information regarding sponsorship in a subsequent press release.
Upon completion of the Proposed Transaction, the resulting issuer, being the REIT, is expected to meet all of the minimum listing requirements for a Tier 2 Real Estate Issuer.
Tanq Capital Corporation
The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than cash.
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete the Proposed Transaction and the intention to reorganize the Corporation into a real estate investment trust. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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 to be prepared in connection with the Proposed Transaction, any information released or received with respect to such 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 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 policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Tanq Capital Corporation
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