TRILLIUM ACQUISITION CORP. ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION INVOLVING THE PURCHASE OF SEVERAL REAL PROPERTY ASSETS LOCATED IN CALGARY
Canada NewsWire
TORONTO, May 21, 2024
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TORONTO, May 21, 2024 /CNW/ - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") is pleased to announce that it has entered into a business combination agreement dated May 17, 2024 (the "Business Combination Agreement") with Bankview1827 Investment Corp., Capitol Hill 1426 Development Corp., and Sunalta 1509 Development Corp., (collectively the "Corporate Vendors"), each a private company incorporated and existing under the laws of the Province of Alberta, and certain affiliated entities, pursuant to which Trillium will acquire three multi-family residential properties located in Calgary, Alberta (collectively, the "Real Property Assets"). The Business Combination (as defined herein) is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV")).
Pursuant to the Business Combination, Trillium is anticipated to be renamed to a name to be determined by Trillium and the Corporate Vendors (the "Resulting Issuer"). Upon completion of the Business Combination, it is anticipated that the Resulting Issuer will be a Tier 1 Issuer on the TSXV.
Trading of the common shares of Trillium ("Trillium Shares") will be halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Business Combination has been filed and accepted by the TSXV and permission to resume trading is obtained from the TSXV.
All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise.
The Qualifying Transaction
Pursuant to the Business Combination Agreement, the parties agreed, subject to satisfaction of certain conditions precedent:
1. Trillium will acquire the Real Property Assets in consideration for:
a. an aggregate cash payment in the amount of $14,500,000 (subject to the approval of the TSXV, the Company shall make an aggregate cash payment of $250,000 to the Corporate Vendors, representing a refundable deposit for the purchase) (the "Cash Consideration"); and
b. effecting a share issuance of 118,920,000 common shares in the capital of the Company (the "Common Shares").
2. Trillium and certain subsidiary entities of Trillium and the Vendors (such subsidiary entities referred to as "Pubco Sub" and "Finco", respectively) shall carry out a three-cornered amalgamation (the "Amalgamation" and together with the Share Purchase, the "Business Combination") pursuant to which, among other things, Pubco Sub and Finco shall amalgamate and the resulting entity ("Amalco") shall become a wholly-owned subsidiary of the Company; each common share in the capital of Finco (a "Finco Share") outstanding at the time of the Amalgamation shall be exchanged for one Common Share ("Resulting Issuer Shares").
The proceeds raised from the Private Placement (as defined herein) will be used to satisfy the Cash Consideration, and if such proceeds are insufficient to satisfy the Cash Consideration, the balance of the payment will be satisfied through a vendor take-back mortgage in the amount of up to $9,500,000 (the "VTB"). The VTB shall have a term of 12 months and bear no interest.
Following completion of the Business Combination, the Resulting Issuer shall become the exclusive owner of each Real Property Asset and Amalco will become a wholly owned subsidiary of Trillium. The Resulting Issuer's primary business will be that of the development, management, and operation of the Real Property Assets.
Information About Real Property Assets
Pursuant to the Business Combination Agreement, Trillium will acquire ownership over three multi-family residential properties located in Calgary, Alberta, as follows:
1. The Nimmons asset located at 1420 19 Avenue SW, Calgary, Alberta, T2T 0H9
is comprised of 84 rental apartments and Heritage house that has been
converted into a commercial law office. The project has been stabilised
for 12 months and is located just 1 block from the coveted "Red Mile" in
Calgary.
2. The Cunningham asset located at 1509 15 Avenue S.W., Calgary, Alberta T3C
0Y1 is comprised of 41 rental apartments and construction was completed
in April of 2024. This project is also strategically located just 1 block
from the "Red Mile" and as a result is just a short walk from many
amenities in Calgary.
3. The Wilderness Ridge asset located at 1426 23 Avenue N.W., Calgary
Alberta T2M 1T8 is comprised of 24 luxury townhomes that back into
Confederation Park. This project is only 3 years old and has outperformed
townhomes in its segment because of it superior finishings, location to
outdoor park amenities and strong 3-bedroom floor plans with attached
garages.
The Business Combination will not constitute a Non-Arm's Length Qualifying Business Combination (as such term is defined in Policy 2.4 of the TSXV) or a related party transaction (as such term is defined in defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Business Combinations).
Concurrent Private Placement
Closing of the Business Combination is conditional upon Finco closing a concurrent brokered private placement (the "Private Placement") for minimum aggregate gross proceeds of C$13,000,000 pursuant to an offering of subscription receipts of Finco ("Subscription Receipts") to be sold at an issue price of C$0.10 per Subscription Receipt, or such other price as may be agreed to by the parties. Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration and without further action on the part of each holder, one Finco Share, subject to adjustment, in accordance with the terms of the subscription receipt agreement among Finco, Trillium and the escrow agent (the "Subscription Receipt Agreement"), upon the satisfaction or waiver of the escrow release conditions in the Subscription Receipt Agreement (the "Escrow Release Conditions"). At closing of the Business Combination, each Finco Share issued pursuant to the conversion of a Subscription Receipt will be automatically exchanged for one Resulting Issuer Share pursuant to the Business Combination Agreement.
The Company anticipates providing an update of further details with respect to the Private Placement, including but not limited to the agent's fee and compensation being paid to such agents, once terms of the Private Placement are finalized.
Proceeds from the Private Placement will be held in escrow pending satisfaction of the Escrow Release Conditions, which shall include receipt of conditional approval of the Business Combination. If the Business Combination does not close, proceeds will be returned to subscribers with pro rata interest in accordance with the terms of the Subscription Receipt Agreement.
The Resulting Issuer intends to use the net proceeds from the Private Placement to complete the Business Combination and to satisfy business development and working capital requirements. If the proceeds raised from the Private Placement exceed $20,000,000, the Resulting Issuer shall be permitted to make financial investments into future property investments.
Insiders of the Resulting Issuer
Upon completion of the Business Combination, it is anticipated that the board of directors of the Resulting Issuer will consist of four nominees, two appointed by Corporate Vendors and two appointed by Trillium. The directors of the Resulting Issuer are anticipated to be: (i) Ryan Bazant (Chairman); (ii) Rob Geremia; (iii) Kelly Hanczyk; and (iv) Theodore Manziaris. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Business Combination, anticipated to include, Rob Geremia, Chief Executive Officer. A Chief Financial Officer and Corporate Secretary of the Resulting Issuer will be determined by Trillium and the Corporate Vendors, at which point the Company will provide a further update on such appointments.
Biographies of each anticipated director and officer is provided below:
Ryan Bazant
Ryan Bazant is a resident of Calgary, Alberta. Mr. Bazant is the President of Lear Construction Management Ltd. and has held several other roles at the company during his 27 year tenure. Mr. Bazant has extensive experience in the construction and real estate development industry. He has a deep knowledge of the interplay between business, personnel and project management. Mr. Bazant is a professional engineer and member of APEGA. Mr. Bazant holds a B.Sc. in Engineering from the University of Calgary and a Master of Business Administration (MBA) from Indiana Wesleyan University.
Rob Geremia
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