TG Residential Value Properties Ltd. - Revocation of Ontario Cease Trade Order

VANCOUVER, April 8, 2014 /CNW/ - TG Residential Value Properties Ltd. (the "Company") announces that is was subject to a cease trade order issued by the Ontario Securities Commission on November 13, 2013 as extended by a further cease trade order dated November 25, 2013 (the "Ontario Cease Trade Order") for failure to file its audited consolidated annual financial statements, together with the annual management's discussion and analysis related thereto and the applicable executive officers' certificates required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings for the financial year ended June 30, 2013 (collectively, the "Annual Filings") by the required filing date under applicable Canadian securities laws. On December 6, 2013, the Company filed the Annual Filings.

As a result of filing an application with the Ontario Securities Commission for a full revocation of the Ontario Cease Trade Order, the Ontario Cease Trade Order was revoked on March 31, 2014.

The head office of the Company is located in Vancouver, British Columbia. The Company's principal regulator is the British Columbia Securities Commission ("BCSC"). The Company was also subject to similar cease trade orders issued by the BCSC on November 7, 2013 (the "British Columbia Cease Trade Order") and the Manitoba Securities Commission on November 15, 2013 (the "Manitoba Cease Trade Order") as a result of the failure to file the Annual Filings within the time prescribed by the applicable securities legislation. The British Columbia Cease Trade Order was revoked on December 12, 2013 and the Manitoba Cease Trade Order was subsequently revoked on December 18, 2013 and as of the date hereof no cease trade order exists in respect of the Company's securities in any jurisdiction.

The Company also announces the re-filing of its interim unaudited financial statements for the period September 30, 2013 to December 31, 2013 (the "Interim Statements") which now include comparative financial information for the six months ended December 31, 2013 in the statement of changes in equity, cash flow and in the statements of comprehensive loss as is required under applicable Canadian securities laws.

The Company is a capital pool corporation ("CPC") and the Company's common shares were listed for trading on the TSX Venture Exchange ("TSX-V") by way of an initial public offering ("IPO") on November 29, 2011. The Company has not commenced commercial operations and has no significant assets. Except as specifically contemplated for CPC's in accordance with TSX-V Policy 2.4, until the completion of a qualifying transaction, the Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

Prior to the issuance of the Ontario Cease Trade Order, on February 1, 2013, the Company announced that it had entered into a purchase and sale agreement to acquire a residential and commercial real estate property located in Winnipeg, Manitoba (the "Property") from Taurean Latitude 1 Multifamily LP (the "Vendor"). On March 30, 2013, the Vendor sold the Property to Penthouse on Princess Inc. ("Penthouse") and the Company subsequently entered into an agreement to purchase all the issued and outstanding common shares of Penthouse for a purchase price of $4,100,100 (the "Share Purchase").

The Share Purchase, if completed, will constitute the Company's "qualifying transaction" under the policies of the TSX-V. The acquisition of Penthouse as the Company's "qualifying transaction" is subject to approval of the TSX-V which approval is evidenced by the publication of the TSX-V bulletin announcing such approval. The purchase of Penthouse is an arm's length transaction and, in accordance with the policies of the TSX-V, is not subject to shareholder approval.

The Company intends to fund the purchase price of $4,100,100 as follows:

• $25,000 cash already paid as a non-refundable deposit;
• $50,000 cash already paid as a refundable deposit;
• $550,000 in units with the same terms as those to be offered by way of a brokered private placement (described below), with each unit consisting of one common share and one full warrant which will be exercisable to purchase one common share of the Company at a price of $0.30 per share;
• $2,999,700 in units priced at $900, with each unit consisting of a $1,000 convertible debenture with no interest payable in the first year and 10% interest payable quarterly in arrears, plus 5,000 warrants which will be exercisable to purchase one common share of the Company at a price of $0.30 per share for a period of three years from the date of issuance; and
• $500,300 cash at closing.

As previously announced by the Company on February 1, 2013, the brokered private placement of subscription receipts exchangeable for units of the Company consisting of common shares and warrants, if completed, will close concurrently with the Company's "qualifying transaction" (the "Subscription Receipt Offering").  

Subsequent to the Company's press release dated September 17, 2013, the Company has decided to cancel the previously announced brokered private placement of convertible debentures units consisting of convertible debentures and warrants. The Company did not raise any money in connection with this previously announced convertible debenture private placement and therefore intends to complete it's "qualifying transaction" with the proceeds raised under the Subscription Receipt Offering.

On February 19, 2014 the Company held its annual and special general meeting in Vancouver (the "AGM").  At that meeting: (i) Karampaul Sandhu and Kerry Philpott were elected as directors and Douglas Thiessen was re-elected to the Company's board of directors and (ii) the shareholders voted for the Company to seek a listing on the NEX board of the TSX-V if the Company was unable to complete its "qualifying transaction" in a timely manner.

On March 27, 2014 the Company announced it had had applied to TSX-V to transfer its listing to the NEX board of the TSX-V. Upon receipt of TSX-V approval of the Company's application to list its shares on the NEX, and subject to NEX approval, the Company also intends to close a non-brokered private placement for 2,090,909 common shares at $0.11/per common share for proceeds of $230,000.

The Company will issue a news release in connection with its listing on the NEX board, each proposed private placement and upon completion of the "qualifying transaction".

The Company has filed all continuous disclosure materials required to be filed pursuant to National Instrument 51-102 – Continuous Disclosure Obligations. These materials are available under the Company's SEDAR profile at www.sedar.com.

ON BEHALF OF TG RESIDENTIAL VALUE PROPERTIES LTD.

"Douglas Thiessen"

Douglas Thiessen
President, Chief Executive Officer and Director

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This press release includes "forward-looking information" within the meaning of applicable Canadian securities laws, including information regarding the financing and the qualifying transaction. Users of forward-looking information are cautioned that actual results may vary from the forward-looking information disclosed in this press release. The material risk factors that could cause actual results to differ materially from the forward-looking information contained in this press release include, risks related to Exchange approval of the financing and the qualifying transaction and the risk that there are not sufficient subscriptions for the financing. The forward-looking information contained in this press release represents management's best judgment of future events based on information currently available. The material assumptions used to develop the forward-looking information include that Exchange approval of the financing and the qualifying transaction will be obtained and that there are sufficient subscriptions for the financing. The Company does not assume the obligation to update any forward-looking information, except as required by applicable law.

SOURCE: TG Residential Value Properties Ltd.

Douglas Thiessen at [phone]