StorageVault Canada Inc.

December 04, 2007 14:38 ET

StorageVault Announces Qualifying Transaction

REGINA, SASKATCHEWAN--(Marketwire - Dec. 4, 2007) - STORAGEVAULT CANADA INC. ("StorageVault") (TSX VENTURE:SVI.P) - is pleased to announce that it has entered into an acquisition agreement dated November 28, 2007 (the "Acquisition Agreement") with T.C. Mini-Storage Ltd. ("T.C. Mini-Storage") who is the general partner of Cash Cow #2 Limited Partnership, pursuant to which StorageVault will acquire its assets (the "Assets") and the business (the "Business") of owning and operating rental storage units in Regina, Saskatchewan (the "Proposed Transaction"). The Proposed Transaction is intended to constitute StorageVault's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "TSX Venture"), and is subject to compliance with all necessary regulatory, and if applicable, shareholder approvals and certain other terms and conditions. The Proposed Transaction is an arm's length transaction.

Description of T.C. Mini Storage's Business

T.C. Mini-Storage is a private company incorporated under the laws of Saskatchewan, controlled by Bruce Hagel and Nathalie Hagel. T.C. Mini Storage is a self-storage facility with 351 storage units totalling 41,600 square feet of leasable space. The facility consists of eight storage buildings constructed between 1996 and 1998 and sit in a fenced yard of 3.14 acres, with 2.48 acres of surplus land included at the rear that is available for expansion. In addition, there is an adjacent 2.72 acres of land separately titled that is fenced and rented as outside storage for RV's, boats, automobiles, and trailers. The facility has been operational since 1996 and has a current occupancy rate greater than 80%.

Upon completion of the Proposed Transaction, StorageVault will carry on the Business and be engaged in the self-storage industry.

Additional financial information regarding T.C. Mini-Storage will be announced by StorageVault upon completion of its due diligence.

Terms of the Proposed Transaction

Pursuant to the Acquisition Agreement, StorageVault will acquire the Assets of the Business, comprised of all land, buildings and facilities located at 6050 Diefenbaker Drive, Regina Saskatchewan, legally described as Lot 1, Block/Par J, Plan 96R36607, Surface Parcel Number 111636097 and Lot 2, Block/Par J, Plan 96R36607, Surface Parcel Number 111636109, being 562 feet wide by 650 feet deep, containing 8.34 acres more (the "Property") or less and all contracts, documents and proprietary information relating to the operation of the Business.

The purchase price for the Business is the sum of $2,650,000, made up of $898,363 in cash and an assumption of a first mortgage on the Property of approximately $1,751,637. StorageVault paid concurrently with the execution of the Acquisition Agreement a non-refundable deposit of $25,000 which will be applied to the payment of the purchase price on closing.

Subject to and following the closing of the Proposed Transaction, the current directors and officers of StorageVault will continue their offices.

Alan A. Simpson, President, Chief Executive Officer and Director

Mr. Simpson, age 49, is the co-founder and manager of Canadian PUPS Storage Inc. in Regina, Saskatchewan, specializing in rental of portable storage containers for residential and commercial products. He also co-founded and was the President and Chief Executive Officer of Hospitality Network Canada Inc. of Regina, Saskatchewan from 1993 to 2005. Using a combination of organic growth and strategic acquisitions, Mr. Simpson lead the company to become the largest supplier of hospital patient communication and patient entertainment services in Canada operating in over 120 locations and employing approximately 300 full and part-time employees. In addition, in 1990, Mr. Simpson founded and is currently the President of Simpson Video Communication Networks Inc. As co-inventor, he also initiated and lead the research and development of a private telephone management system that was subsequently patented for use in the United Kingdom and New Zealand. Mr. Simpson holds a Postgraduate Certificate of Business Administration from Edinburgh Business School MBA Program (U.K.).

Glenn E. Fradette, Chief Financial Officer and Director

Mr. Fradette, age 42, is the co-founder and manager of Canadian PUPS Storage Inc. in Regina, Saskatchewan, specializing in rental of storage containers for residential and commercial markets. He was the Chief Financial Officer of Hospitality Network Canada Inc. of Regina, Saskatchewan from 1998 to 2005 where he created the finance department for the largest supplier of communication systems in Canadian health care facilities operating in over 120 locations and employing approximately 300 full and part-time employees. From 1990 to 1998, he was the corporate accountant for Partner Technologies Inc. of Regina, Saskatchewan where he also was the Manager of Finance & Administration from 2005 to 2006. Prior thereto, Mr. Fradette was a senior accountant with Peat Marwick Thorne in Saskatoon, Saskatchewan from 1987 to 1990. Mr. Fradette obtained his Chartered Accountant designation from the Institute of Chartered Accountants of Saskatchewan in January of 1990 and a Bachelor of Commerce Degree with Great Distinction in 1987, from the University of Saskatchewan.

Dan Baldwin, Director

Mr. Baldwin, age 55, was appointed in 1995 as Senior Vice-President of SaskTel. Prior thereto, Mr. Baldwin held various positions at SaskTel including Vice-President of Marketing and Administration as well as acting President for the corporation from January to April 1996. From 1984 to 1994, Mr. Baldwin held various roles with Saskatchewan Department of Finance, Treasury and Debt Division culminating in the position of Executive Director, Treasury Operations playing a key role in the maintenance and development of the Province's banking syndicates and relationships around the World. Mr. Baldwin currently acts as a business consultant and manages a farming operation in Saskatchewan. He obtained a law degree from the University of Saskatchewan and was admitted to the Bar of Saskatchewan in 1976.

Paul G. Smith, Director

Mr. Smith, age 43, is Executive Vice-President and Chief Financial Officer of Grey Horse Corporation (TSX: GHC) and of Equity Transfer & Trust Company, a wholly-owned subsidiary of Grey Horse Corporation, providing transfer agent and corporate trust services to companies listed in North American capital markets. Prior to his present position, he held various management positions within Bell Canada affiliates including Chief Financial Officer of Bell Conferia Inc. and Director of Finance at Bell Zinc Corporation. From 1991 to 1993, Mr. Smith served as Executive Assistant to the Prime Minister of Canada before which he was an aide to the Minister of Foreign Affairs then to the Minister of International Cooperation. He holds a Master of Business Administration (MBA) from INSEAD (France), a Master in Public Administration (MPA) from Carleton University (Ottawa) and under-graduate degrees from the University of Ottawa. Mr. Smith is a member of the boards of directors of VIA Rail Canada Inc. and of the Atlantic Council of Canada, and a member of the C.D. Howe Institute's Financial Services Research Initiative.

Conditions Precedent

StorageVault will be seeking a sponsor in connection with the Proposed Transaction in order to satisfy the sponsorship requirements of the TSX Venture. Trading in StorageVault common shares will remain halted until such time as the required conditions of the TSX Venture are met, including satisfaction of the sponsorship requirement and the required documentation.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, the completion of satisfactory due diligence by StorageVault, StorageVault being preliminarily approved for the assumption of the first mortgage on the Property, TSX Venture approval and if applicable pursuant to the TSX Venture requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.

Reader Advisory

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction 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.

Statements in this press release may contain forward-looking information including expectations of future production, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of StorageVault. These risks include, but are not limited to, the risks associated with the waste treatment industry. The reader is cautioned not to place undue reliance on this forward-looking information.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.

The TSX Venture Exchange does not accept responsibility for the accuracy or adequacy of this release.

Contact Information

  • StorageVault
    Alan Simpson
    President, CEO and Director
    (306) 536-3771