TCK.P Trillium Acquisition Corp

/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./         

TORONTO, May 21, 2024 /CNW/ - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") is pleased to announce that it has entered into a business combination agreement dated May 17, 2024 (the "Business Combination Agreement") with Bankview1827 Investment Corp., Capitol Hill 1426 Development Corp., and Sunalta 1509 Development Corp., (collectively the "Corporate Vendors"), each a private company incorporated and existing under the laws of the Province of Alberta, and certain affiliated entities, pursuant to which Trillium will acquire three multi-family residential properties located in Calgary, Alberta (collectively, the "Real Property Assets"). The Business Combination (as defined herein) is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV")).

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 $14,500,000 (subject to the approval of the TSXV, the Company shall make an aggregate cash payment of $250,000 to the Corporate Vendors, representing a refundable deposit for the purchase) (the "Cash Consideration"); and

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 $9,500,000 (the "VTB"). The VTB shall have a term of 12 months and bear no interest.

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 Calgary, Alberta, as follows:

1. 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" in Calgary.
2. 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 in Calgary.
3. The Wilderness Ridge asset located at 1426 23 Avenue N.W., Calgary Alberta T2M 1T8 is comprised of 24 luxury townhomes that back into Confederation 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 C$13,000,000 pursuant to an offering of subscription receipts of Finco ("Subscription Receipts") to be sold at an issue price of C$0.10 per Subscription Receipt, or such other price as may be agreed to by the parties. Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration and without further action on the part of each holder, one Finco Share, subject to adjustment, in accordance with the terms of the subscription receipt agreement among Finco, Trillium and the escrow agent (the "Subscription Receipt Agreement"), upon the satisfaction or waiver of the escrow release conditions in the Subscription Receipt Agreement (the "Escrow Release Conditions"). At closing of the Business Combination, each Finco Share issued pursuant to the conversion of a Subscription Receipt will be automatically exchanged for one Resulting Issuer Share pursuant to the Business Combination Agreement.

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 $20,000,000, the Resulting Issuer shall be permitted to make financial investments into future property investments.

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) Ryan Bazant (Chairman); (ii) Rob Geremia; (iii) Kelly Hanczyk; and (iv) Theodore Manziaris. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Business Combination, anticipated to include, Rob Geremia, Chief Executive Officer. A Chief Financial Officer and Corporate Secretary of the Resulting Issuer will be determined by Trillium and the Corporate Vendors, at which point the Company will provide a further update on such appointments.

Biographies of each anticipated director and officer is provided below:

Ryan Bazant 

Ryan Bazant is a resident of Calgary, Alberta. Mr. Bazant is the President of Lear Construction Management Ltd. and has held several other roles at the company during his 27 year tenure. Mr. Bazant has extensive experience in the construction and real estate development industry. He has a deep knowledge of the interplay between business, personnel and project management. Mr. Bazant is a professional engineer and member of APEGA. Mr. Bazant holds a B.Sc. in Engineering from the University of Calgary and a Master of Business Administration (MBA) from Indiana Wesleyan University.

Rob Geremia 

Rob Geremia is a resident of Calgary, Alberta. Rob is a Director and co Founder of RKG Consulting Inc,  Rob was the President of Boardwalk Real Estate Investment Trust (a TSX listed real estate investment trust) from 2007 to 2020 and prior to this was Boardwalk's Senior Vice President and Chief Financial Officer from 2004 to 2007.  Mr. Geremia has extensive experience in all disciplines of residential real estate including corporate strategy, leasing, development, acquisitions and dispositions, financing, property management and asset management. He obtained a Bachelor of Commerce degree from the University of Calgary and is Chartered Public Account (CPA).  Rob was awarded his Fellowship from the Chartered Accounts of Alberta (FCPA) and currently also holds an ICD.D designation.  He also sits on the Board of Governors of St Mary's University in Calgary, Alberta as well as being a sessional instructor at the University of Calgary Haskayne School of Business.

Kelly Hanczyk

Kelly Hanczyk is a resident of Oakville, Ontario. Mr. Hanczyk is the Chief Executive Officer and a trustee of Nexus Industrial REIT, prior to being appointed to his current position, he was the President, Chief Executive Officer and a director of Edgefront Realty Corp., a predecessor to Edgefront REIT, from July 2012 to January 2014. Prior to that he was the Chief Executive Officer and a trustee of TransGlobe Apartment Real Estate Investment Trust (a TSX listed real estate investment trust) overseeing its growth from its Initial Public Offering to over $1 billion in market capitalization. Mr. Hanczyk was also the Chief Executive Officer of TransGlobe Investment Management Ltd. (a real estate management company) from November 2009 to September 2011 and prior to his appointment as Chief Executive Officer, he held the positions of Chief Operating Officer and Senior Vice President of Asset Management within the TransGlobe group of companies. From September 2006 to October 2007, Mr. Hanczyk was the Vice President of Asset Management for Whiterock Real Estate Investment Trust (a TSX listed real estate investment trust). Prior to that, he was the Director of Operations and Leasing for Summit Real Estate Investment Trust (another TSX listed real estate investment trust). Mr. Hanczyk has extensive experience in all disciplines of commercial and residential real estate including corporate strategy, leasing, development, acquisitions and dispositions, financing, property management and asset management. He obtained a Bachelor of Business Administration degree from Acadia University.

Theodore Manziaris

Theodore (Ted) Manziaris resides in Toronto, Ontario. Mr. Manziaris was a co-founder of Canadian based, Turtle Island Recycling Corporation, which was acquired by GFL Environmental in 2011. Mr. Manziaris was also a founder of Edgefront REIT, a publically traded company on the TSXV which has now evolved into Nexus REIT. Mr. Manziaris also was a co-founder of Toronto's largest real-estate brokerage firm, Right at Home Realty. He continues to dedicate himself to new business ventures including partnering into the 32nd NHL Hockey Franchise in Seattle WA and purchasing GP8 Oxygen Water in Toronto. Mr. Manziaris is an avid contributor to many charitable organizations in Canada and founded The Toronto Greek Film Retrospective in 2010. He holds a Bachelor of Arts degree from the University of Western Ontario and Doctor of Laws (Hon) from Assumption University in Windsor Ontario. Mr. Manziaris has extensive public company experience, including mergers and acquisitions, financing, and corporate governance.

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 $84,700,000; (iv) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSXV; (v) closing of the Private Placement for minimum aggregate gross proceeds of $13,000,000; (vi) receipt of all necessary title opinions by the Company; (vii) assumption of the mortgages securing the existing financing for the Real Property Assets; and (viii) preparation and filing of a management information circular or filing statement describing the definitive terms of the Business Combination and the business to be conducted by the Resulting Issuer following completion of the Business Combination, in accordance with the policies of the TSXV. There is no assurance that the Business Combination or the Private Placement will be completed on the terms proposed above, or at all.

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 Alberta, British Columbia, and Ontario.

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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Trillium Acquisition Corp.