Kingsway Arms Retirement Residences Inc.

April 24, 2008 16:13 ET

Kingsway Arms Retirement Residences Inc. Announces Engagement of National Bank Financial as Agent in Connection With Proposed Private Placement

TORONTO, ONTARIO--(Marketwire - April 24, 2008) -


Kingsway Arms Retirement Residences Inc. (TSX VENTURE:KWA.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), announced today that it has engaged National Bank Financial ("NBF") to act as sole agent and book-runner on a best-efforts basis on behalf of the Corporation in connection with a proposed private placement issuance of common shares of the Corporation.

The proposed private placement is being contemplated in connection with a proposed Qualifying Transaction of the Corporation as defined under Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy"), which Qualifying Transaction remains subject to certain conditions which have not yet been waived by the Corporation. The proposed Qualifying Transaction would include the acquisition by the Corporation of a seniors housing facility in central Ontario and upon waiver by the Corporation of certain conditions, the Corporation intends to issue a press release disclosing the details and terms surrounding the proposed Qualifying Transaction in accordance with Section 12.2 of the CPC Policy.

The proceeds of the proposed private placement would be used to fund a portion of the cash component of the acquisition of the target property pursuant to the Corporation's Qualifying Transaction, to identify, evaluate and acquire additional properties following completion of the Qualifying Transaction and to finance general corporate expenditures.

The private placement is anticipated to be completed concurrently with the completion of the Qualifying Transaction, which transactions remain subject to conditional acceptance of the Exchange.

Completion of the proposed transactions referred to herein is subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the proposed transactions will be completed as proposed or at all.

This Press Release contains forward-looking statements. These statements generally can be identified by use of forward looking word such as "will", "proposed", "plans", "anticipate" or "intends" or the negative thereof or similar variations. The completion of the proposed private placement and related Qualifying Transaction could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that such transactions are completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Corporation to complete the private placement or to satisfy the requirements of the Exchange with respect to the Qualifying Transaction. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The cautionary statements qualify all forward-looking statements attributable to the Corporation and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this Press Release and the Corporation has no obligation to update such statements except as required by law.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Kingsway Arms Retirement Residences Inc.
    Mr. Patrick Byrne
    Chief Executive Officer
    (647) 288-2942 #102
    Kingsway Arms Retirement Residences Inc.
    Mr. Graham Parker
    Chief Operating Officer
    (647) 288-2942 #101