Mr. Iqbal Khan
CALGARY, ALBERTA — (Marketwired — Sept. 19, 2016) — STORAGEVAULT CANADA INC. (“StorageVault”) (TSX VENTURE:SVI) announced today that, further to its news release dated August 2, 2016, StorageVault has entered into an asset purchase agreement dated September 19, 2016 with Access Self Storage Inc. (“Access”), Depotium Self Stockage Inc. (“Depotium”), a wholly owned subsidiary of Access, and 1934255 Ontario Inc. (“1934255”), a company of which Access is a major shareholder (collectively, the “Vendors”), to purchase for an aggregate purchase price of $47,985,000, subject to customary adjustments, all of the storage assets, property and business used in three Montreal, Quebec area self storage stores owned by Depotium, one Greater Toronto Area self storage store owned by Access and all of the portable storage assets and business of 1934255, which consists of 110 portable storage containers (collectively, the “Purchased Assets”). The assets located in Quebec provides StorageVault with a desirable initial footprint in Montreal, Canada’s second largest city. The acquisition (the “Acquisition”) of the Purchased Assets is subject to the acceptance of the TSX Venture Exchange and, as Access is a non-arm’s length party to StorageVault, the Acquisition is considered to be a “related party transaction” as defined in Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange (“TSXV”) Policy 5.9. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Acquisition will occur on or around September 30, 2016.
Purchase Price and Payment
The purchase price for the Acquisition is $47,985,000, subject to adjustments, and is payable by the issuance of an aggregate of 7,954,545 common shares of StorageVault at an aggregate deemed price of $7,000,000 with the remainder being paid with funds on hand and first mortgage financing. Although the appraisal received for the Purchased Assets was $49,200,000, and although the Purchase Agreement contains an adjustment mechanism to increase the purchase price, dollar for dollar, based on the appraisal, the Vendors and StorageVault have agreed that the purchase price will not be increased based the appraisal.
Material Conditions Precedent to the Acquisition
The independent Acquisition Committee of StorageVault approved the Acquisition, including the issuance of the common shares in relation to the Acquisition, on August 30, 2016. The obligations of StorageVault to complete the Acquisition are subject to initial conditions including, but not limited to: satisfactory due diligence; satisfactory Environmental Site Assessment Reports; satisfactory financing; StorageVault creditor approval; and formal StorageVault board of director approval of the Acquisition. The initial conditions for the Acquisition must be satisfied one day before closing. The obligations of both StorageVault and the Vendors to complete the closing of the Acquisition is subject to the satisfaction of other customary closing conditions including, but not limited to: TSXV acceptance of the Acquisition and, if required, shareholder consent or approval of the Acquisition.
Exemption from MI 61-101 and TSXV Policy 5.9
The Acquisition is considered a “related party transaction” under MI 61-101 and TSXV Policy 5.9. StorageVault is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 and TSXV Policy 5.9, in respect of the Acquisition, pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101, respectively. No new insiders will be created, nor will any change of control occur, as a result of the Acquisition.
Completion of the Acquisition is subject to a number of conditions as disclosed above and as set forth in the purchase agreement. There can be no assurance that the Acquisition will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this news release.
UPDATE TO CALGARY STORAGE ASSET ACQUISITION
Further to a press release dated July 4, 2016, StorageVault anticipates that the closing of the acquisition of the $22,000,000 Calgary area self storage store will occur on or around October 7, 2016.
About StorageVault Canada Inc.
StorageVault owns and operates storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the proposed Acquisition; the business, assets and property of the Vendors in the proposed Acquisition; the timing for completion of the proposed Acquisition; the satisfaction of the conditions for completion of the proposed Acquisition; the issuance of common shares to satisfy a portion of the purchase price for the proposed Acquisition; the availability of satisfactory financing for the proposed Acquisition; and the potential closing date for the acquisition of the Calgary area self storage store. This forward-looking information reflects StorageVault’s current beliefs and is based on information currently available to StorageVault and on assumptions StorageVault believes are reasonable. These assumptions include, but are not limited to: the completion of satisfactory due diligence by StorageVault in relation to the proposed Acquisition; the satisfactory fulfilment of all of the conditions precedent to the proposed Acquisition; the receipt of all required approvals for the proposed Acquisition including StorageVault board of directors approval, creditor approval and TSXV acceptance; the issuance of the common shares as disclosed above as part of the purchase price for the proposed Acquisition; market acceptance of the proposed Acquisition; and acceptable financing to complete the proposed Acquisition. Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of StorageVault to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting StorageVault; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in StorageVault’s disclosure documents on the SEDAR website at www.sedar.com. Although StorageVault has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of StorageVault as of the date of this news release and, accordingly, is subject to change after such date. However, StorageVault expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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