Alaris Royalty Corp.

Alaris Royalty Corp.

September 30, 2009 08:27 ET

Alaris Royalty Corp. Announces $7,500,000 Public Offering of Units

CALGARY, ALBERTA--(Marketwire - Sept. 30, 2009) -


Alaris Royalty Corp. ("Alaris" or the "Corporation") (TSX:AD) announced today that it has reached an agreement with a syndicate of underwriters (the "Underwriters") led by Acumen Capital Finance Partners Limited, pursuant to which the Corporation will sell on a "bought-deal" basis, subject to regulatory approval, 1,250,000 units of the Corporation (the "Units") at a price of $6.00 per Unit for total gross proceeds of $7,500,000 (the "Offering"). The Corporation has also granted to the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 187,500 Units at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.

Each Unit will consist of one common share of the Corporation (a "Common Share") and one half of a common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to subscribe for one additional Common Share ("Warrant Share") at a price of $7.50 per Common Share. The Warrants will expire twenty-four (24) months after the closing of the private placement, subject to a mandatory exercise if, anytime after twelve (12) months from the closing date of the Offering, the volume weighted average price of the Common Shares is above $9.00 per Common Share for 20 consecutive trading days.

The net proceeds of the Offering will be contributed to LifeMark Health Limited Partnership in support of its growth program at a yield of 18.2% for the first year after Alaris' contribution.

As part of the Offering, Clayton Riddell, a director and shareholder of the Corporation, has agreed to subscribe, either individually or through entities controlled by him, for 416,667 Units at the same terms offered hereunder, with the remainder being offered to the public. On a pro forma, fully diluted basis, the purchase of the Units will result in Mr. Riddell owning approximately 32% of the common shares of Alaris (approximately 31% if the Over-Allotment Option is fully exercised).

The Offering is subject to normal regulatory approvals, including approval of the TSX. The Units will be offered in each of the provinces of Canada other than the province of Quebec by way of a short form prospectus. The Offering is expected to close on or about October 22, 2009, subject to certain conditions including, without limitation, the receipt of all necessary regulatory approval including the approval of the Toronto Stock Exchange.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registrations or an exemption from the registration requirements. This release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Alaris

The Corporation provides alternative financing for a diversified group of private businesses ("Private Company Partners") in exchange for royalties or distributions from the Private Company Partners, with the principle objective of generating stable and prediction cash flows for dividend payments to its shareholders. Royalties or distributions from the Private Company Partners are structured as a percentage of "top line" financial performance measures such as gross margin and same store sales and rank in priority to the owners, and equity position.

Forward Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Specifically, this press release contains forward-looking statements relating to the use of proceeds of the Offering, the receipt of regulatory approval, the filing of the short form prospectus, Mr. Riddell's pro-forma share holdings, the provinces the Units will be offered in, and the closing date of the Offering. The forward-looking statements are based on certain key expectations and assumptions made by Alaris, including assumptions concerning the timing of obtaining regulatory approvals, the use of proceeds and the closing of the Offering, which expectations and assumptions management of Alaris believes to be reasonable at this time. Although Alaris believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable at the date of this press release, undue reliance should not be placed on the forward-looking statements and information as Alaris can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Offering could be delayed if Alaris is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. Additionally, the intended use of the proceeds of the Offering by Alaris may change if the board of directors of Alaris determines that it would be in the best interests of Alaris to deploy the proceeds for some other purpose.

The forward-looking statements contained in this press release are made as of the date hereof and Alaris undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Contact Information

  • Alaris Royalty Corp.
    Curtis Krawetz
    Investor Relations