StorageVault Waives Conditions on Sentinel Storage Purchase, Advises Previously Announced Montreal Acquisition will not Move Forward and Announces Purchase of Stores in Kamloops
TORONTO, June 06, 2017 (GLOBE NEWSWIRE) — STORAGEVAULT CANADA INC. (“StorageVault”) (TSX-V:SVI) is pleased to announce the following: (1) it has waived the due diligence conditions and all other initial conditions on the Sentinel Storage $396.6 million portfolio purchase; (2) it will not move forward with the $15 million Montreal acquisition announced on March 10, 2017; and (3) it has entered into a purchase agreement to acquire three stores in Kamloops for $5,825,000.
WAIVES THE DUE DILIGENCE CONDITIONS ON SENTINEL STORAGE PORTFOLIO
Further to the March 22, 2017 and May 17, 2017 news releases, StorageVault has waived all of its due diligence conditions and all other initial conditions for the Sentinel Storage portfolio acquisition. Based on the share purchase agreement, StorageVault has until August 4, 2017 to close the transaction, however, the parties are endeavouring to complete the closing prior to this date. On closing of the acquisition, the Sentinel portfolio will add scale to StorageVault’s current operations and will bring the total of number of StorageVault owned and managed stores across Canada to 141.
WILL NOT MOVE FORWARD WITH THE $15 MILLION MONTREAL ACQUISITION
Further to the March 10, 2017 news release, StorageVault was not willing to waive the due diligence conditions for the $15 million Montreal acquisition and will not be moving forward with this transaction.
PURCHASE AGREEMENT TO ACQUIRE THREE STORES IN KAMLOOPS
StorageVault has entered into an asset purchase agreement to purchase from arm’s length private vendors (the “Kamloops Vendors”) for an aggregate purchase price of $5,825,000, subject to customary adjustments, all of the storage assets, property, leaseholds and business used in the operation and businesses of three stores in Kamloops owned by the Kamloops Vendors (the “Kamloops Acquisition”). Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Kamloops Acquisition will occur on or before August 15, 2017.
Purchase Price and Payment
The purchase price for the Kamloops Acquisition is $5,825,000, subject to adjustments, and is payable by the issuance of $950,000 of Common Shares based on the closing price per Common Share on the last trading day prior to the closing date, with the remainder of the purchase price being paid with funds on hand and first mortgage financing.
Conditions Precedent to the Kamloops Acquisition
The obligations of StorageVault to complete the Kamloops Acquisition are subject to initial conditions including, but not limited to: satisfactory due diligence; satisfactory Environmental Site Assessment Reports; and formal StorageVault acquisition committee and board of directors approval. The obligations of both StorageVault and the Kamloops Vendors to complete the closing of the Kamloops Acquisition are subject to the satisfaction of other customary closing conditions, including acceptance of the TSX Venture Exchange (“TSXV”).
There can be no assurance that the Kamloops Acquisition will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Kamloops Acquisition and has neither approved nor disapproved the contents of this news release.
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 acquisitions; the potential closing of the proposed acquisitions; the potential closing dates for the proposed acquisitions; the issuance of Common Shares to satisfy a portion of the purchase price for the proposed Kamloops Acquisition; and the amount of stores upon completion of Sentinel Storage portfolio acquisition. 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 Kamloops Acquisition; the satisfactory fulfilment of all of the conditions precedent to the proposed acquisitions; the receipt of all required approvals for the proposed acquisitions including TSXV acceptance for the proposed acquisitions and StorageVault board of directors approval for the Kamloops Acquisition; the issuance of the Common Shares as part of the purchase price for the acquisitions; market acceptance of the proposed acquisitions; the value of the appraisals received for the Kamloops Acquisition; and acceptable financing to complete the proposed acquisitions. 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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