NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
FOR IMMEDIATE RELEASE
June 5, 2012 — Toronto, Ontario — (TSXV: TN.UN) Wand 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), announced today that it completed its previously announced reorganization under a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) into a real estate investment trust named “True North Apartment Real Estate Investment Trust” (the “REIT”), subject to receipt of final approval of the TSXV. Shareholders of the Corporation approved the Arrangement at a meeting held on June 4, 2012.
Pursuant to Arrangement, among other things: (i) the issued and outstanding common shares (“Shares”) of the Corporation have been 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 were 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.
As a result of the Arrangement, the Shares will be delisted from the TSXV. The Units will trade under the symbol “TN.UN” when trading of the Units commences, which is expected to occur upon the open of markets on June 7, 2012.
The REIT also completed today a non-brokered private placement of 250,000 Units for gross proceeds of $1 million. Such Units will be subject to a four month hold period.
About Wand Capital
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. 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. Trading in the securities of a capital pool company should be considered highly speculative.
About True North
The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario.
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the following: the expected commencement of trading of Units of the REIT.
Although the forward-looking statements contained in this press release are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT’s control, which may cause actual results to differ materially from those expressed or implied by such forward-looking statements.
The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
The TSXV has in no way passed upon the merits of the qualifying 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.
For additional information, please contact:
Chief Executive Officer
+1 – 416-234‑8444
Chief Financial Officer
+1 – 416-234‑8444