STORAGEVAULT CANADA INC.("StorageVault") (SVI-TSX-V) is pleased to announce that it has entered into an asset purchase agreement executed with Access Self Storage Inc. ("Access") to purchase two stores in Ottawa, Ontario for an aggregate purchase price of $13,250,000, subject to customary adjustments (the "OttawaAcquisition"). StorageVault also announces that it has completed the previously announced acquisition of three stores, two in Quebec and one in Saskatchewan, for $16,050,000.
The Ottawa Acquisition
The Ottawa Acquisition is subject to the acceptance of the TSX Venture Exchange ("TSXV") and, as Access is a non-arm's length party to StorageVault, the Ottawa 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 TSXV Policy 5.9. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Ottawa Acquisition will occur on or before October 18, 2018.
Purchase Price and Payment
The purchase price for the Ottawa Acquisition is $13,250,000, subject to adjustments, and is payable by the issuance of $4,000,000 of common shares of StorageVault at a price equal to the greater of $2.70 per common share or the volume weighted average common share price during the 10 day period ending two days prior to closing, with the remainder of the purchase price being paid with funds on hand and first mortgage financing.
Conditions Precedent to the Ottawa Acquisition
The independent Acquisition Committee of StorageVault approved the Ottawa Acquisition, including the issuance of the common shares in relation to the Ottawa Acquisition, on October 5, 2018. The obligations of StorageVault to complete the Ottawa Acquisition are subject to initial conditions including, but not limited to: satisfactory due diligence; satisfactory environmental site assessment reports; and formal StorageVault board of director approval of the Ottawa Acquisition. Closing of the Ottawa Acquisition is also subject to the satisfaction of other customary closing conditions, including TSXV acceptance of the Ottawa Acquisition.
Exemption from MI 61-101 and TSXV Policy 5.9
The Ottawa 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 Ottawa 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 Ottawa Acquisition.
There can be no assurance that the Ottawa Acquisition will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Ottawa Acquisition and has neither approved nor disapproved the contents of this news release.
The Quebec and Saskatchewan Acquisitions
Further to its July 26, 2018 news release, StorageVault has completed the acquisition of $16,050,000 of the $43,700,000 previously announced acquisitions, which completes all of the acquisitions announced on July 26, 2018. The Quebec and Saskatchewan Acquisitions consisted of two self storage stores located in Quebec and one in Regina, Saskatchewan. The Quebec and Saskatchewan Acquisitions were arm's length transactions. The purchase prices were paid for with cash on hand and first mortgage financing.
About StorageVault Canada Inc.
StorageVault owns and operates storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Nova Scotia.