6550568 Canada Inc.

July 11, 2008 17:50 ET

6550568 Canada Inc. Announces Signing of Definitive Agreements With Respect to the Previously Announced Acquisition of Alaris Income Growth Fund L.P.

CALGARY, ALBERTA--(Marketwire - July 11, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

6550568 Canada Inc. (the "Company") is pleased to announce that it has entered into definitive and binding agreements (the "Agreements") with respect to the previously announced acquisition of Alaris Income Growth Fund L.P. ("Alaris L.P."). Pursuant to the Agreements the Company is to acquire directly and indirectly 100% of the issued and outstanding units (the "Alaris L.P. Units") for an aggregate purchase price of $16,000,000, or solely at the option of the Company, the issuance of 1,333,335 Common Shares. The Agreements also provide that the Company is to purchase, for cash or, solely at the option of the Company, the issuance of Common Shares at a price of $12.00 per share, not less than 75% of Alaris L.P.'s $90,000,000 of outstanding subordinated debt from the holders thereof.

The Acquisition is subject to a number of conditions, including: (a) the approval of the Company's shareholders of the consolidation of the Company's share capital on a 542.245 for one basis and the appointment of new directors, (b) receiving all regulatory approvals; and (c) the completion by the Company of an equity financing for gross proceeds of not less than $50 million. Subject to completion of these and other normal course conditions, the Company and Alaris intend to close the Acquisition on or about July 31, 2008.

The Company has completed the mailing of the meeting materials for the Annual and Special Meeting (the "AGM") of shareholders to be held on July 31, 2008. At the AGM, shareholders will be asked to approve a number of items of business, including the consolidation of the Company's common shares, the appointment of new directors and the change of the Company's name to Alaris Royalty Corp.

As previously announced, the Company has engaged Cormark Securities Inc. and CIBC World Markets Inc. as co-lead Agents of a syndicate in respect of the offering by the Company, on a best efforts private placement basis, of up to 4,583,400 Subscription Receipts of the Company at a price of $12.00 per Subscription Receipt for total gross proceeds of $55,000,800. The Company has granted the Agents an option to place an additional 1,250,000 Subscription Receipts for the same price for gross proceeds of $15,000,000, which would increase the offering size to $70,000,800, if fully subscribed. The Company will use the net proceeds of this offering in connection with the Alaris acquisition, specifically to fund the acquisition of the subordinated debt of Alaris and for general corporate purposes. Each subscription receipt will entitle the holder to acquire one post-consolidation voting common share of the Company for no additional consideration, on notice being given by the Company that its shareholders have approved the share consolidation, changing the Company's name to Alaris Royalty Corp. and the appointment of directors at the AGM and that the Company intends to close the Alaris acquisition. If this notice is not given by September 30, 2008 or if the Company does not proceed with the Alaris acquisition, each holder of Subscription Receipts will be reimbursed the original subscription price plus interest. The offering is expected to close on or about July 15, 2008.

CAUTIONARY STATEMENTS

Certain statements regarding the Company including management's assessments of future plans, including the Alaris acquisition and offering, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond the Company's control. These risks may cause actual financial and operating results, proposed transactions, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements.

This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States, or any province or territory of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities offered will not be, and have not been, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of that Act.

Contact Information

  • 6550568 Canada Inc
    Sheldon Reid
    President and CEO
    (403) 569-5700
    or
    Alaris Income Growth Fund L.P.
    Steve King
    President and CEO
    (403) 221-7300