Tanq Capital Corporation Announces Proposed Acquisition of Commercial Property as Qualifying Transaction and Announces Chief Financial Officer Appointment for Resulting Issuer

Tanq Capital Corporation Announces Proposed Acquisition of Commercial Property as Qualifying Transaction and Announces Chief Financial Officer Appointment for Resulting Issuer

Canada NewsWire

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TORONTO, Sept. 21, 2012 /CNW/ – (TSXV:TQ.P) Tanq Capital Corporation
(the “Corporation“), a capital pool company (as defined in Policy 2.4 (the “CPC Policy“) of the TSX Venture Exchange Inc.’s (the “TSXV“) Corporate Finance Manual), is pleased to announce that today it
agreed to an assignment from Starlight Investment Ltd. (“Starlight“) of an acquisition agreement (the “Acquisition Agreement“) accepted on September 12, 2012. Pursuant to the Acquisition
Agreement, the Corporation will acquire from an arm’s length vendor
(the “Vendor“) a 48,994 square foot retail shopping centre in Duncan, British
Columbia
(the “Property“). The Corporation will purchase the Property from the Vendor for a
purchase price equal to $14.6 million, subject to customary
adjustments. The purchase price for the Property will be financed by
new mortgage financing of approximately $10.2 million, with the balance
in cash.

As previously disclosed in the Corporation’s (final) prospectus dated
August 17, 2012, (the “Prospectus“) the Corporation intends to reorganize pursuant to a plan of
arrangement under the Business Corporations Act (Ontario) (the “Arrangement“) into a real estate investment trust to be named True North Commercial
Real Estate Investment Trust (the “REIT“), subject to receipt of all necessary approvals, including the
approval of the TSXV and the shareholders of the Corporation. The
acquisition of the Property and the Arrangement are proposed to
constitute the Corporation’s Qualifying Transaction, as defined in the
CPC Policy (the “Proposed Transaction“). Completion of the acquisition of the Property (the “Acquisition“) is conditional upon the completion of the Arrangement.

Pursuant to the Arrangement, among other things: (i) the issued and
outstanding common shares (“Shares“) of the Corporation will be exchanged for units (“Units“) of the REIT on an 8 for 1 basis (1 Unit for every 8 Shares) (the “Exchange Ratio“); and (ii) the issued and outstanding options (“Options“) to purchase Shares of the Corporation will be exchanged for options
(“True North Options“) to purchase Units on terms and conditions identical to the terms and
conditions of the Options, subject to adjustments to the exercise price
of, and the number of Units underlying, the True North Options based
upon the Exchange Ratio.

Starlight, a corporation owned and controlled by Daniel Drimmer, will be
the asset manager of the REIT pursuant to an asset management agreement
to be entered into between the REIT and Starlight on the effective date
of the Arrangement.

On completion of the Proposed Transaction, Daniel Drimmer will remain
Chief Executive Officer and will be a trustee of the REIT. In addition,
the Corporation is pleased to announce that Tracy Sherren will be
appointed as the Chief Financial Officer of the REIT. Tracy Sherren, a
resident of Hammonds Plains, Nova Scotia, was the Chief Financial
Officer of Pacrim Hospitality Services Inc. (“PHSI”), from January 2005
to September 2012 and has over 25 years of senior financial management
experience. She was responsible for obtaining construction and
long-term financing and refinancing of new and existing commercial
properties, operations management, financial reporting, investor
relations and corporate tax planning. Through her experience in
securing over $350 million in financings, Ms. Sherren is well-versed in
all aspects of asset management, acquisition due diligence, real estate
development, investment analysis, deal structuring and risk
management. Concurrent with her role at PHSI, Ms. Sherren was also the
Chief Financial Officer of TSX-listed Holloway Lodging Real Estate
Investment Trust, from its inception in 2005 until July 2011. She
currently sits on the advisory board of Hotelier Magazine. Ms. Sherren
is a Chartered Accountant, and obtained her Bachelor of Business
Administration from Acadia University in Wolfville, Nova Scotia.

Details with respect to additional proposed trustees, including the
background of each such proposed trustee, will be announced in a
subsequent press release.

Shareholder Meeting to be Announced

The Corporation intends to present the terms of the Proposed Transaction
to its shareholders for approval at a special meeting to be held in
November 2012 in Toronto.

As Daniel Drimmer currently indirectly owns an approximately 24.1%
interest in the Corporation, and owns and controls Starlight, certain
aspects of the Arrangement will constitute “related party transactions”
under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and therefore must be approved by the affirmative vote of a majority
of minority shareholders of the Corporation.

Sponsorship of a Qualifying Transaction is required by the TSXV unless
exempt in accordance with TSXV policies. The Corporation is currently
reviewing the requirements for sponsorship and may apply for an
exemption from the sponsorship requirements pursuant to the policies of
the TSXV, however, there is no assurance that the Corporation will
ultimately obtain this exemption. The Corporation intends to include
any additional information regarding sponsorship in a subsequent press
release.

Upon completion of the Proposed Transaction, the resulting issuer, being
the REIT, is expected to meet all of the minimum listing requirements
for a Tier 2 Real Estate Issuer.

Tanq Capital Corporation

The principal business of the Corporation is the identification and
evaluation of assets or businesses with a view to completing a
Qualifying Transaction. The Corporation has not commenced commercial
operations and has no assets other than cash.

This press release contains forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
words such as “plans”, “expects” or “does not expect”, “is expected”,
“estimates”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or state that
certain actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved. Forward-looking statements
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the
Corporation to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Examples of such statements include the intention to
complete the Proposed Transaction and the intention to reorganize the
Corporation into a real estate investment trust. Accordingly, readers
should not place undue reliance on forward-looking statements. The
factors identified above are not intended to represent a complete list
of the factors that could affect the Corporation. Completion of the
Proposed Transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and majority of the minority
shareholder approval. Where applicable, the Proposed 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
management information circular to be prepared in connection with the
Proposed Transaction, any information released or received with respect
to such 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 TSXV has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents of
this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is
defined in policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.

SOURCE Tanq Capital Corporation

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