Capital ABTB Inc.

August 18, 2006 10:35 ET

Capital ABTB Inc. and BTB Real Estate Investment Trust Announce $37 Million Public Offering

MONTREAL, QUEBEC--(CCNMatthews - Aug. 18, 2006) - Capital ABTB Inc. (TSX VENTURE:BTB.P) ("ABTB"), a capital pool company listed on the TSX Venture Exchange (the "Exchange") announced today that BTB Real Estate Investment Trust ("BTB REIT") has retained Blackmont Capital Inc. (the "Agent") as its lead agent to offer, on a best efforts basis in all provinces of Canada, with respect to a minimum of 2,325,581 ($5,000,000) up to a maximum of 11,627,907 ($25,000,000) trust units ("Units") of BTB REIT at a price of $2.15 per Unit and Series A Five Year 8% Subordinate Convertible Debentures in the aggregate principal amount of $12,000,000 (no minimum) for a Maximum Offering of $37,000,000 to BTB REIT by way of an Initial Public Offering (the "Public Offering"). BTB REIT will pay to the Agent a commission in an amount equal to 7% of the gross proceeds of the Public Offering.

By press release dated May 31, 2006, ABTB has announced its proposed Qualifying Transaction involving (i) the reorganization of ABTB into a real estate investment trust; (ii) a public offering of trust units and convertible debentures; and (iii) the acquisition of a commercial real estate property.

The completion of the Qualifying Transaction is conditional upon, among other things, the completion of the Public Offering, shareholders' approval by special resolution and on a majority of minority basis, receipt of a final order of the Superior Court of Quebec and final Exchange acceptance of the Qualifying Transaction.

There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the preliminary prospectus filed in connection with the transaction, any information released or received with respect to the 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.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction 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.

ABTB and BTB REIT are subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in these forward-looking statements. Such risk factors include, but are not limited to, risks associated with real property ownership, availability of cash flow, general uninsured losses, future property acquisitions, environmental matters, tax-related matters (including potential changes in the tax treatment of trusts), debt financing, unitholder liability, potential conflicts of interest, potential dilution, reliance on key personnel, changes in legislation. Neither ABTB nor BTB REIT can assure investors that actual results will be consistent with any forward-looking statement and no person assumes no obligation to update or revise such forward-looking statements to reflect actual events or new circumstances.

Contact Information

  • Capital ABTB Inc.
    Michel Leonard
    Chief Executive Officer
    (514) 866-1990