StorageVault Closes in Escrow the Acquisition of $7,800,000 of Storage Assets in Kamloops and Executes Purchase Agreements to Acquire $24,375,000 of Storage Assets in Southern Ontario
December 09, 2015
REGINA, SASKATCHEWAN--(Marketwired - Dec. 9, 2015) - STORAGEVAULT CANADA INC. ("StorageVault") (TSX VENTURE:SVI) announced today that, further to its news releases dated October 16, 2015 and November 20, 2015, it has closed in escrow, subject to the receipt of third party consents, the purchase (the "Kamloops Assets Acquisition") of all of the self storage assets, property and business used in the operation of the three Kamloops, British Columbia area self storage stores (the "Kamloops Purchased Assets") owned by Ace Sun Ventures Ltd. and SelfStorAll (Kamloops) Limited Partnership. The acquisition of the Kamloops Purchased Assets is an arm's length transaction.
In addition, further to its news releases dated October 16, 2015 and November 20, 2015, StorageVault has entered into two asset purchase agreements executed on December 8, 2015 with Access Self Storage Inc. ("Access") to purchase two Southern Ontario area self storage stores owned by Access and one asset purchase agreement executed on December 8, 2015 with 2085746 Ontario Inc. ("2085746"), a company of which Access is a major shareholder, to purchase two Stratford Ontario area self storage stores owned by 2085746. The acquisition of the self storage stores from Access and from 2085746 are each considered to be "related party transactions" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange ("TSXV") Policy 5.9.
Completion of the Kamloops Asset Acquisition
The Kamloops Assets Acquisition has closed in escrow pending the receipt of certain third party consents. Upon the release from escrow, StorageVault will pay the purchase price for the Kamloops Purchased Assets in the amount of $7,800,000 (subject to customary adjustments), of which $150,000 will be paid by the issuance of 230,769 common shares of StorageVault at a deemed price of $0.65 per common share, and the balance of the purchase price will be paid with financing and certified cheque. The common shares will be subject to a hold period that expires four months plus one day from the escrow release date. The escrow release date for the Kamloops Assets Acquisition is anticipated to be on or around December 18, 2015.
Execution of 3 Purchase Agreements for 4 Southern Ontario Self Storage Stores
Pursuant to the three asset purchase agreements executed with Access and 2085746, StorageVault will acquire all of the self storage assets, property and business used in the operation of a Brampton Ontario area self storage store and three Stratford Ontario area self storage stores (collectively, the "Purchased Assets") owned by Access and 2085746 for an aggregate purchase price of $24,375,000, subject to customary adjustments (collectively, the "Assets Acquisitions"). The $24,375,000 purchase price for the Purchased Assets is payable by the issuance of an aggregate of $4,450,000 of common shares of StorageVault at a deemed price of $0.65 per share, the assumption of an existing mortgage on certain of the Purchased Assets for approximately $8,000,000, financing and the remainder by certified cheque. It is anticipated that the closing of the Assets Acquisitions will occur on or around December 21, 2015.
Description of the Proposed Purchased Assets
Upon the closing of the Assets Acquisitions, StorageVault will acquire four self-storage stores with an aggregate of approximately 163,000 square feet of rentable storage space. The Purchased Assets continue StorageVault's expansion into the very strong Southern Ontario market.
Material Conditions Precedent to the Assets Acquisitions
The obligations of StorageVault to complete the Assets Acquisitions are subject to initial conditions including, but not limited to: satisfactory due diligence, satisfactory Environmental Site Assessment Reports, satisfactory financing, creditor approval of the acquisitions and board of director approval of the acquisitions. The initial conditions for the Assets Acquisitions must be satisfied one day before closing. The obligations of both StorageVault and the vendors to complete the closing of the Assets Acquisitions are subject to the satisfaction of other customary closing conditions including, but not limited to: TSXV acceptance of the Assets Acquisitions and, if required, shareholder consent or approval of the Assets Acquisitions.
Exemption from MI 61-101 and TSXV Policy 5.9
The Assets Acquisitions from each of Access and 2085746 are considered "related party transactions" under MI 61-101 and TSXV Policy 5.9. StorageVault is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 and TSXV Policy 5.9, in respect of these acquisitions, 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 will be created, nor will any change of control occur, as a result of the Assets Acquisitions.
There can be no assurance that the receipt of the third party consents or the release from escrow of the Kamloops Assets Acquisition will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Kamloops Assets Acquisition.
Completion of the Assets Acquisitions is subject to a number of conditions as disclosed above and as set forth in the purchase agreements, including, but not limited to, TSXV Acceptance, satisfactory due diligence, board of director approval, creditor approval, satisfactory financing and, if applicable, shareholder consent or approval. There can be no assurance that the Assets Acquisitions will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Assets Acquisitions and has neither approved nor disapproved the contents of this news release.
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 in relation to: the closing of the Kamloops Assets Acquisition, the receipt of the third party consents for the Kamloops Assets Acquisition and the release from Escrow, and the date for the release from Escrow, of the Kamloops Assets Acquisition; the proposed acquisitions; the business and assets of the vendors in the proposed acquisitions; the properties that will be acquired pursuant to the proposed acquisitions; the timing for completion of the proposed acquisitions and the satisfaction of the conditions for completion of the proposed acquisitions; the issuance of common shares to satisfy a portion of the purchase price for the proposed acquisitions; and the availability of satisfactory financing for the proposed acquisitions. 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: the receipt of the third party consents and the release from escrow of the Kamloops Assets Acquisition; the completion of satisfactory due diligence by all parties in relation to the proposed acquisitions; the satisfactory fulfilment of all of the conditions precedent to the proposed acquisitions; the receipt of all required approvals including regulatory, TSXV, third party, creditor, director and shareholder approvals; market acceptance of the proposed acquisitions; and acceptable financing to complete the proposed acquisitions. 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 atwww.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 or Mr. Iqbal Khan