TORONTO, Nov. 3, 2023
/CNW/ - Standard Mercantile Acquisition Corp. (TSX: SMA) (the
"Company") announced today that it has completed the sale of
its final mortgage interest in accordance with the terms of the
Wind-up Plan (as defined below) and filed an application for a
voluntary delisting of its class A shares (the "Shares")
from the Toronto Stock Exchange ("TSX").
Sale Transaction
The Company sold its final remaining mortgage interest (the
"Company's Interest") relating to a residential property
located in Ottawa, Ontario to a
third party purchaser, Lynx Equity Limited
("Purchaser"), for net proceeds of $2,125,772 (the "Sale Transaction")
pursuant to the terms of a transfer and assignment agreement dated
November 3, 2023. The Sale
Transaction was completed in accordance with the winding-up (the
"Wind-up Plan") of the Company's business as approved
by shareholders ("Shareholders") of the Company at the
annual and special meeting of Shareholders held on June 16, 2016.
Delisting from TSX
The Company is not expected to engage in any active or ongoing
business following the completion of the Sale Transaction. As a
result, the Company has filed a voluntary delisting application
with TSX on the basis that Shareholders have a near term liquidity
event for which all material conditions have been satisfied and the
likelihood of non-completion is remote. As such, Shareholder
approval is not required and the Shares will be delisted on
November 13, 2023 at the close of
trading (the "Delisting"). Following the Delisting, the
Company intends to take steps to dissolve under the provisions of
the Canada Business Corporations Act after satisfying its
remaining liabilities and distributing its remaining assets to
Shareholders.
Special Distribution
In connection with closing of the Sale Transaction, the
Company's board of directors (the "Board") intends to
distribute (the "Initial Distribution") the majority of net
proceeds from the Sale Transaction to Shareholders following the
Delisting, with the balance of such proceeds to be reserved (the
"Cash Reserve") for the final wind-up costs of the
Company as determined by the Board and its advisors. The details
relating to the Initial Distribution, including the distribution
amount per Share, the record date and payment date, will be
announced by the Company following the Delisting. In order to be
entitled to the Initial Distribution, Shareholders will be required
to maintain ownership of their Shares following Delisting and up
until the record date (the "Record Date") set by the
Company.
Shareholders as of the Record Date may also be entitled to a
potential final distribution (the "Final Distribution",
together with the Initial Distribution, the
"Distributions) of any proceeds remaining from the Cash
Reserve as approved by the Board. There can be no certainty that
the Company will have sufficient funds to pay any distributions
following the Initial Distribution nor as to the timing and quantum
of the Final Distribution, if any.
About the Company
The Company previously held a portfolio of mortgages in
Canada and is currently in the
process of winding up its business in accordance with the Wind-up
Plan. At the Company's 2021 annual and special meeting of
shareholders, the Company sought and received shareholder approval
to change its name to "Standard Mercantile Acquisition Corp.",
among other amendments to the articles of the Company.
Forward-Looking Statements
Statements in this press release contain forward-looking
information. Such forward-looking information may be identified by
words such as "anticipates", "plans", "proposes", "estimates",
"intends", "expects", "believes", "may" and "will". The
forward-looking statements are founded on the basis of expectations
and assumptions made by the Company and necessarily involve known
and unknown risks and uncertainties, many of which are beyond the
Company's control. Such risk factors include, but are not limited
to: risks related to the Company's strategy going forward, and the
timing and quantum of the Initial Distribution and Final
Distribution, if any. When relying on forward-looking statements to
make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
Readers are cautioned that the foregoing list of factors is not
exhaustive.
Details of additional risk factors relating to the Company and
its business are discussed under the heading "Business Risks and
Uncertainties" in the Company's annual Management's Discussion
& Analysis for the year ended December
31, 2022 and under the heading "Risk Factors" in the
Company's Annual Information Form dated March 24, 2023, copies of which are available on
the Company's SEDAR+ profile at www.sedarplus.com. Most of these
factors are outside the control of the Company. Investors are
cautioned not to put undue reliance on forward-looking information.
These statements speak only as of the date of this press release.
Except as otherwise required by applicable securities statutes or
regulation, the Company expressly disclaims any intent or
obligation to update publicly forward-looking information, whether
as a result of new information, future events or otherwise.
SOURCE Standard Mercantile Acquisition Corp.
