/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./
TORONTO, Oct. 25, 2024 /CNW/ - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") announces that it has entered into an amending agreement dated October 24, 2024 (the "Amending Agreement") with Bankview 1827 Investment Corp., Capitol Hill 1426 Investment Corp., and Sunalta 1509 Development Corp. (collectively the "Vendors") and certain affiliated entities, each a private company incorporated and existing under the laws of the Province of Alberta, amending certain terms of the business combination agreement entered into between the Company and the Vendors, and affiliated entities, dated May 17, 2024 (the "Business Combination Agreement").
All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise.
Pursuant to the Amending Agreement, the parties have updated the consideration amounts to be paid by the Company in consideration for the acquisition of the three-multi-family residential properties located in Calgary, Alberta (the "Real Property Assets") from the Vendors, in connection with the Company's Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "TSXV")) (the "Transaction"), amongst other items, as follows:
a) an aggregate cash payment in the amount of $17,000,000 (of which, the Company has advanced a payment of $25,000 to the Vendors and, subject to the approval of the TSXV, the Company shall advance a payment of $225,000 to the Vendors, representing a secured loan to the Vendors) (the "Cash Consideration"), subject to adjustments customary for real estate transactions of this nature; and
b) effecting a share issuance of 94,835,830 common shares in the capital of the Company to the Vendors (the "Common Shares").
The Company will also pay guarantee fees, up to $900,000, to certain affiliates of the Vendors as consideration for guarantees provided in respect of the mortgages related to the Real Property Assets, subject to any necessary approvals.
In addition, the minimum proceeds to be raised from the concurrent private placement will be $20,000,000 as there will no longer be a vendor-take-mortgage as previously contemplated.
Upon completion of the Transaction, the Company intends to complete a share consolidation in a ratio determined by the new board of directors of the Company, provided that the consolidation ratio shall be limited to one post-consolidation common share for up to every 40 pre-consolidation common shares.
The directors of the Company following the Transaction are anticipated to be: (i) Ryan Bazant (Chairman); (ii) Rob Geremia; (iii) Kelly Hanczyk; (iv) Theodore Manziaris and, pursuant to the Amending Agreement, (v) Shailen Chande. The senior management team of the Company will consist of those officers appointed by the new board of directors of the Company concurrent with the closing of the Business Combination, and are anticipated to include, Rob Geremia, Chief Executive Officer and Corporate Secretary and Jon Cahoon, Chief Financial Officer. Jon Cahoon will be providing his services indirectly through Brava Development Corp., for whom he acts as Vice President of Finance.
Biographies for Mr. Chande and Mr. Cahoon are as follows:
Shailen Chande
Mr. Chande is a seasoned executive with 20+ years of international experience in corporate finance, investment banking, private equity, public accounting & real estate investment. From 2009 to 2023 Mr. Chande played a leadership role in the transformation of Northwest Healthcare Properties REIT (TSX: NWH.UN) from a $500m portfolio of Canadian medical office buildings to a $10bn+ global healthcare real estate asset manager. Previously, Mr. Chande worked as an investment banker with Deutsche Bank in London, UK and qualified as Chartered Professional Accountant with KPMG's real estate audit and transaction advisory practice in both London, UK and Toronto, Canada. Mr. Chande graduated from Wilfrid Laurier University with a Hons. BBA and resides in Toronto, Canada.
Jonathan (Jon) Cahoon
Mr. Cahoon lives in Calgary, Alberta. He is the Vice President of Finance for Brava Development Corp., a real estate development corporation in Calgary, Alberta, affiliated with the Vendors. Mr. Cahoon was previously Vice President of Finance for Karve Builders Canada Inc. and Horton CB&I Ltd. Mr. Cahoon has a Bachelor of Administration degree from Athabasca University and is a Chartered Public Account (CPA-CMA) with 24 years of experience in accounting and finance.
For further information regarding the Real Property Assets and the transactions contemplated by the Business Combination Agreement (including the terms of the concurrent private placement), see the press release of the Company dated May 21, 2024, announcing the Business Combination Agreement.
Financial Information
Nimmons
Nimmons is one of the properties to be acquired by the Company located at 1420 19 Avenue SW, Calgary, Alberta, Canada ("Nimmons") that is held 100% by Bankview 1827 Investment Corp. The following table sets out a summary of selected financial information for the Nimmons property for the six months ended June 30, 2024:
Total Assets
$
45,841,000
Total Liabilities
$
31,798,000
Total Revenues
$
989,000
Net Income And Comprehensive Income
$
539,000
Cunningham
Cunningham is one of the properties to be acquired by the Company located at 1509 15th Avenue SW, Calgary, Alberta, Canada ("Cunningham") that is held 100% by Sunalta 1509 Development Corp. The following table sets out a summary of selected financial information for the Cunningham property for the six months ended June 30, 2024:
Total Assets
$
21,060,000
Total Liabilities
$
14,001,000
Total Revenues
$
74,000
Net Income And Comprehensive Income
$
5,088,000
Wilderness Ridge
Wilderness Ridge is one of the properties to be acquired by the Company located at 1426 23 Avenue NW, Calgary, Alberta, Canada ("Wilderness Ridge") that is held 100% by Capitol Hill 1426 Investment Corp. The following table sets out a summary of selected financial information for the Wilderness Ridge property for the six months ended June 30, 2024:
Total Assets
$
21,503,000
Total Liabilities
$
15,584,000
Total Revenues
$
462,000
Net Income And Comprehensive Income
$
539,000
About Trillium Acquisition Corp.
Trillium is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction (as such term is defined in the policies of the TSXV), 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.
Forward-Looking Statements
Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include information relating to the consideration to be paid for the Real Property Assets; the advancement of the secured loan; proceeds to be raised from the concurrent private placement and the anticipated directors and officers of the Company following the Transaction. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:
there is no assurance that the private placement will be completed or the amount of gross proceeds raised in connection with the private placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
there is no assurance that Trillium and the Vendors will obtain all requisite approvals for the business combination, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon further amendments to the terms of the Business Combination Agreement); and
the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.
Additional information identifying risks and uncertainties is contained in filings by Trillium with the Canadian securities regulators, which filings are available at www.sedarplus.ca.
Trillium assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to Trillium.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
