Toronto, Ontario--(Newsfile Corp. - August 14, 2020) - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") is pleased to announce that, on August 10, 2020, it entered into a binding agreement to acquire from 104 Nanaimo Holdings Ltd. (the "Vendor") a freehold interest in a multi family site and existing shopping centre property at 4750 Rutherford Road, Nanaimo, British Columbia, covering 64 acres, and rights that include Sports Mall contracts and seven (7) exclusive Canadian trademark rights (collectively, the "Property") for an aggregate purchase price of $320 million (the "Transaction"), whereby the conditional allocation of the purchase price is $120 million for the land and buildings, $100 million for the Sports Mall contracts and $100 million for the trademark rights. The Transaction is an arm's-length transaction and will constitute Trillium's "Qualifying Transaction", pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"). The Transaction is not considered a "Non-Arm's Length Qualifying Transaction", as such term is defined in Policy 2.4 of the TSXV, and therefore does not require shareholder approval.
Trading in the common shares of Trillium has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
Summary of the Transaction
Trillium will be purchasing a freehold interest in a prime British Columbia multi family development site. Located in Nanaimo, British Columbia, the 64 acre well positioned land parcel is currently improved with a 650,000 sq ft regional shopping centre, which is anchored by Canadian Tire, Marks Work Warehouse, Lowes, London Drugs, Cineplex, Dollarama and Fairway Markets. The land is fully entitled for approximately 3,000 multi-family units. In addition, the Canadian rights to build multi family communities utilizing 7 proprietary trademarks, all providing a market defensible position and tenant anchored with Sports Mall Villages. Following completion of the Transaction, Trillium intends to apply for listing on the TSXV as a Tier 1 real estate issuer.
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The $320 million purchase price payable by Trillium to the Vendor in connection with the Transaction is intended to be satisfied though: (i) a cash payment of $30 million to the Vendor; (ii) the issuance to the Vendor of $50 million in units (the "LP Units") of the entity to be formed by Trillium to hold the Property to be valued at $0.25 per LP Unit; (iii) the assumption by Trillium of $90 million of vendor take back debt; and (iv) the issuance of $150 million of vendor take back equity (the "VTBE") to the Vendor, to be valued at the lesser of: (i) $0.30 per LP Unit; and (ii) 120% of the valuation of Trillium in any financing round completed immediately prior to the issuance of the VTBE. In connection with the Transaction, Trillium will advance an initial refundable deposit of $200,000 (the "Deposit") to the Vendor, subject to the approval of the TSXV, to be credited against the purchase price. The Deposit will be held in an interest-bearing account in trust for the Vendor pending completion of the Transaction. If the Transaction is not completed, the Deposit, together with all interest accrued thereon, will be refunded in full to Trillium.
The completion of the Transaction is subject to a number of conditions precedent, including but not limited to satisfactory completion of due diligence by Trillium and the approval of the TSXV and other regulatory bodies. There can be no assurance that the Transaction will be completed as proposed or at all.
Sponsorship of the Transaction may be required by the TSXV, unless a waiver from the sponsorship requirement is available. Trillium intends to apply for a waiver from sponsorship for the Transaction. There is no assurance that a waiver from this requirement will be obtained.
The following selected financial information is derived from the audited financial results of the Property for the period ending December 31, 2018 to December 31, 2019.
Period from December 31, 2018 to December 31, 2019
Income (Loss) from Operations
Net Income (Loss)
Insiders of Trillium
It is anticipated that the Vendor will become an insider of Trillium as a result of the Transaction.
Any information that is currently unavailable in this press release that is required by the TSXV will be disclosed by Trillium in a subsequent press release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the 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 filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
About the Vendor
104 Nanaimo Holdings Ltd, the vendor in the Transaction, is a corporation existing under the laws of British Columbia. Dennis Drummond is the owner and manager of vendor, and Mark Consiglio is the trademark creator and manager of vendor. Dennis Drummond and Mark Consiglio are residents of British Columbia and Canadian citizens.
About Trillium Acquisition Corp.
Trillium is a CPC within the meaning of the policies of the TSX Venture Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policy, until the completion of its Qualifying Transaction (as defined in the policies of the Exchange), the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. Catherine Wilson is the Chief Executive Officer and the board consists of Kelly Hanczyk, Theodore Manziaris, Deborah Bell and David Davies.
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Notice on Forward-Looking Information
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Forward looking statements in this news release include statements with respect to the completion of the Transaction, regulatory approval for the Transaction, Trillium's ability to meet Tier 1 listing requirements of the TSXV following the completion of the Transaction, the expected identity of the insiders of Trillium following completion of the Transaction and the availability of an exemption from sponsorship requirements. Trillium cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Trillium's control. Such factors include, among other things: Trillium's ability to complete the transaction as currently contemplated or at all, Trillium's ability to obtain all necessary regulatory approvals, including that of the TSXV, the results of Trillium's due diligence investigations on the Property and those described in the Prospectus filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Trillium undertakes no obligation to publicly update or revise forward-looking information.
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