TRILLIUM ACQUISITION CORP. ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION INVOLVING THE PURCHASE OF SEVERAL REAL PROPERTY ASSETS LOCATED IN CALGARY
/NOT FOR DISTRIBUTION TO
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.
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
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
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
- 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" inCalgary . - 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 inCalgary . -
The Wilderness Ridge asset located at 1426 23 Avenue N.W.,Calgary Alberta T2M 1T8 is comprised of 24 luxury townhomes that back intoConfederation 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).
Closing of the Business Combination is conditional upon Finco closing a concurrent brokered private placement (the "Private Placement") for minimum aggregate gross proceeds of
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
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)
Biographies of each anticipated director and officer is provided below:
Theodore Manziaris
Theodore (Ted) Manziaris resides in
Completion of the Business Combination is subject to a number of conditions precedent under the Business Combination Agreement including but not limited to: (i) satisfactory due diligence review; (ii) approval of the shareholders of Trillium (if required); (iii) receipt by Trillium of a valuation of the Real Property Assets of
Sponsorship of a Qualifying Business Combination is required by the TSXV unless a waiver from the sponsorship requirement is obtained. Trillium intends to apply for a waiver from sponsorship for the Business Combination. There is no assurance that a waiver from this requirement will be obtained.
The Financial Statements of the Properties
The financial statements of the Real Property Assets and the Corporate Vendors (as applicable) are currently being generated and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4 of the TSXV Corporate Finance Manual.
Property Management
Upon completion of the Business Combination, the Resulting Issuer will indirectly own and operate the Real Property Assets.
The assets of the Resulting Issuer will be managed by an internal management team of the Resulting Issuer.
Additional information with respect to Real Property Assets and the Business Combination will be included in Trillium's filing statement to be filed in connection with the Business Combination, which will be available under Trillium's SEDAR+ profile at www.sedarplus.ca.
Trillium is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Business Combination, 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 Business Combination.
Cautionary Note
Completion of the Business Combination is subject to several conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination 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 Business Combination and has neither approved nor disapproved the contents of this press release.
The Trillium Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Trillium is a reporting issuer in
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 business plans of the Resulting Issuer, the completion of the Private Placement and the Business Combination, the appointment of the directors and officers of the Resulting Issuer, the application for a waiver of the sponsorship requirements, and completion of the closing conditions described above, including receipt of approval from the TSXV. 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 Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placement. 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 Corporate Vendors will obtain all requisite approvals for the Business Combination, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Business Combination); 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 Resulting Issuer'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.
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