Trillium to be renamed Distinctive Quality Living upon completion of Qualifying Transaction
/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, Dec. 9, 2024 /CNW/ - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") a capital pool company listed on the TSX Venture Exchange (the "Exchange"), announces that in connection with its proposed acquisition of three-residential multi-family properties from the Vendors (as defined herein) located in Calgary, Alberta (the "Proposed Transaction"), Finco (as defined herein) will conduct a brokered financing of subscription receipts for aggregate gross proceeds of a minimum of $20,000,000, up to $32,000,000 (less the value of the common shares of the Company being issued to the Vendors as partial consideration in the Proposed Transaction) (the "Offering").
The Proposed Transaction is taking place pursuant to a business combination agreement entered into by the Company with Bankview1827 Investment Corp., Capitol Hill 1426 Investment Corp., Sunalta 1509 Development Corp. (collectively the "Vendors"), 2607532 Alberta Ltd. ("Purchaser SubCo"), and 2609069 Alberta Ltd. (to be renamed, "Distinctive Quality Living Residential Corp.", or a similar variation thereof) ("Finco"), each a private company incorporated and existing under the laws of the Province of Alberta, dated May 17, 2024 (the "Business Combination Agreement") and as amended pursuant to an amending agreement dated October 24, 2024 (the "Amending Agreement" and together with the Business Combination Agreement, the "Agreement").
All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise.
The Offering will be marketed, on a "best efforts" private placement basis, led by Raymond James Ltd. ("Raymond James") as sole bookrunner on behalf of a syndicate of agents (together with Raymond James, the "Agents"). The completion of the Offering is a condition precedent to the completion of the Proposed Transaction. For further details with respect to the Proposed Transaction, see the press releases of the Company dated May 21, 2024 and October 25, 2024 available on the Company's SEDAR+ profile at www.sedarplus.ca. The Proposed Transaction is intended to constitute Trillium's "Qualifying Transaction" as such term is defined under Policy 2.4 - Capital Pool Companies of the Exchange (post completion of the Proposed Transaction, Trillium referred to as the "Resulting Issuer"). The Resulting Issuer will be called Distinctive Quality Living (DQL) and will be exclusively focused on owning high quality, new build multi-family residential rental properties in the Alberta and potentially BC markets.
Pursuant to the Offering, Finco will offer for sale subscription receipts of Finco (each, a "Subscription Receipt") at a price of $0.10 per Subscription Receipt (the "Offering Price"). Upon the satisfaction of certain escrow release conditions customary for a transaction of this nature (the "Escrow Release Conditions"), each Subscription Receipt will, pursuant to its terms and pursuant to the Proposed Transaction, result in the holder thereof being issued, for no additional consideration and without any further action by its holder, one common share in the capital of Finco (each a "Finco Share"). Each Finco Share shall automatically be exchanged for one common share in the capital of the Resulting Issuer (the "Resulting Issuer Shares") concurrent with the completion of the Proposed Transaction and the amalgamation of Finco with Purchaser SubCo in accordance with the Agreement.
The Offering is anticipated to close on or about January 20, 2025 (the "Closing Date"), or such other date as may be mutually agreed to by Raymond James, the Vendors, and Trillium.
The gross proceeds of the Offering (less 50% of the Cash Commission (as defined below) and expenses of the Offering) (the "Escrowed Proceeds") will be held in escrow by a Canadian trust company or other escrow agent (the "Escrow Agent") acceptable to Trillium and Raymond James and invested pursuant to the terms of a subscription receipt agreement. If the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (EST) on the date that is 120 days from the date hereof (or such other date as may be agreed to by Trillium, the Vendors, and Raymond James) (the "Escrow Deadline"), the Escrow Agent will return to holders of the Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon.
The net proceeds from the Offering will be used to fund the cash consideration portion of the purchase price of the Proposed Transaction, and for general business expenses and working capital of the Resulting Issuer.
In connection with the Offering, the Agents will be paid a cash commission (the "Cash Commission") equal to 6.0% of the aggregate gross proceeds raised with 50% of the Cash Commission payable to the Agents on the Closing Date and 50% of the Cash Commission being payable upon the satisfaction of the Escrow Release Conditions. The Agents shall have the option, exercisable in whole or in part at any time up until 48 hours prior to the Closing Date, to increase the maximum proceeds to be raised under the Offering by 15% (i.e., option to increase gross proceeds raised up to $36,800,000).
The Resulting Issuer Shares will be listed for trading on the Exchange on completion of the Proposed Transaction. Subject to applicable laws and any Exchange escrow requirements, the Resulting Issuer Shares that will ultimately be received by holders of the Subscription Receipts will be freely tradeable on the Exchange for Canadian holders pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.
About Trillium Acquisition Corp.
Trillium is a capital pool company created pursuant to the policies of the Exchange. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the Exchange, until the completion of its Qualifying Transaction, 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 anticipated use of the Offering's gross proceeds, including for the cash consideration to be paid for the Proposed Transaction; the amount of proceeds to be raised from the Offering; the payment of the Cash Commission; and the anticipated completion of the Proposed Transaction pursuant to the terms and conditions of the Agreement. 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 Offering will be completed or the amount of gross proceeds raised in connection with the Offering. 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 Proposed Transaction, including but not limited to the approval of their respective shareholders (if required), the approval of the Exchange (which may be conditional upon further amendments to the terms of the Agreement), or mortgage lender approvals; 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.
