StorageVault Closes Additional $5.5 Million Private Placement; Amends Winnipeg Mini Storage Acquisition
March 18, 2016
CALGARY, ALBERTA--(Marketwired - March 18, 2016) - STORAGEVAULT CANADA INC. ("StorageVault") (TSX VENTURE:SVI) is pleased to announce that, further to its news release dated February 26, 2016, it has closed the non-brokered private placement (the "Offering") of common shares ("Common Shares"), subject to final acceptance from the TSX Venture Exchange ("TSXV"). Pursuant to the Offering, StorageVault issued 8,333,331 Common Shares at a price of $0.66 per Common Share for gross proceeds of $5.5 million. The Common Shares issued in connection with the Offering are subject to a hold period that expires on July 17, 2016. With the offering of Common Shares of StorageVault that closed in the last quarter of 2015, the total funds recently raised by StorageVault is approximately $22,600,000 (for further information in relation to StorageVault's previous offering, please see StorageVault's press release filed on SEDAR on January 5, 2016).
Proceeds of the Offering will be used to fund the amended and previously announced acquisition of Winnipeg Mini Storage in Winnipeg Manitoba (see below), other potential future acquisitions and for general corporate purposes.
SaskWorks Venture Fund Inc. ("SaskWorks") acquired 5,291,667 Common Shares pursuant to the Offering and upon completion of the Offering, SaskWorks will own or control 35,866,369 Common Shares, or approximately 20.35% of the total issued and outstanding Common Shares and common share purchase warrants to acquire 2,177,998 Common Shares. Assuming the exercise of such warrants, SaskWorks would own or control 38,044,367 Common Shares, or approximately 21.32% of the total issued and outstanding Common Shares. The purchase of the Common Shares by SaskWorks was made for investment purposes. SaskWorks may increase or decrease its investment in StorageVault depending on market conditions or any other relevant factors.
Directors and officers of StorageVault participated in the Offering purchasing 78,788 Common Shares and SaskWorks participated in the Offering purchasing 5,291,667 Common Shares and these purchases are considered "related party transactions" under Canadian securities laws. StorageVault is relying on exemptions from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9, in respect of the purchase, pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101, respectively. No new insiders were created, nor has any change of control occurred, as a result of the Offering.
Amended Winnipeg Mini Storage Acquisition
StorageVault has entered into a revised asset purchase agreement (the "Purchase Agreement") with Winnipeg Mini Storage Inc. ("Winnipeg Mini Storage") to purchase for an aggregate purchase price of $978,000 cash, subject to customary adjustments, all of the self storage assets, property and business, other than the lands and buildings, used in the operation of Winnipeg Mini Storage. This Purchase Agreement replaces the agreement announced on November 20, 2015, and rather than purchase the lands and buildings associated with Winnipeg Mini Storage, StorageVault will enter into a lease for these lands and buildings. The acquisition of Winnipeg Mini Storage is an arm's length transaction.
The obligation of StorageVault to complete the Winnipeg Mini Storage acquisition is subject to initial conditions including, but not limited to, satisfactory due diligence and the negotiation and approval of a satisfactory lease in relation to the land and buildings of Winnipeg Mini Storage. The obligations of both StorageVault and Winnipeg Mini Storage to complete the acquisition are subject to the satisfaction of other customary closing conditions including, but not limited to, board approval and TSXV acceptance, if required. It is anticipated that the Winnipeg Mini Storage acquisition will occur on or before March 31, 2016. There can be no assurance that the Winnipeg Mini Storage acquisition will be completed as proposed or at all.
About StorageVault Canada Inc.
StorageVault owns and operates storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
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.
Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this news release contains forward-looking information regarding: the use of proceeds of the Offering; completion of the Winnipeg Mini Storage acquisition; and potential future acquisitions by StorageVault. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects StorageVault's current beliefs and is based on information currently available to StorageVault and on assumptions StorageVault believes are reasonable. These assumptions include, but are not limited to: final TSXV acceptance of the Offering; the use of proceeds of the Offering continuing to be acceptable and approved by the board of directors of StorageVault; satisfaction of the conditions to the completion of the Winnipeg Mini Storage acquisition; the anticipated closing date of the Winnipeg Mini Storage acquisition; the closing of the Winnipeg Mini Storage acquisition; and market acceptance of potential future acquisitions by StorageVault. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of StorageVault to be materially different from those expressed or implied by such forward-looking information.
Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting StorageVault; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in StorageVault's disclosure documents on the SEDAR website at www.sedar.com. Although StorageVault has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of StorageVault as of the date of this news release and, accordingly, is subject to change after such date. However, StorageVault expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
StorageVault Canada Inc.
Mr. Steven Scott
StorageVault Canada Inc.
Mr. Iqbal Khan