Capital BLF Inc.

November 23, 2007 15:14 ET

Capital BLF Inc. Announces the Acquisition of Contiguous Multi-Residential Properties in Montreal as its Qualifying Transaction

MONTREAL, QUEBEC--(Marketwire - Nov. 23, 2007) - Capital BLF Inc. (TSX VENTURE:BLF.P) (the "Corporation"), a capital pool company whose securities are listed on the TSX Venture Exchange (the "Exchange"), announced today its modified Qualifying Transaction under Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy").

The proposed Qualifying Transaction involves two primary components:

(i) the purchase by the Corporation (the "Acquisition") of two contiguous properties located respectively at 3465 and 3475 Ridgewood Avenue, in Montreal, Province of Quebec (the "Properties") pursuant to a conditional offer to purchase dated October 30, 2007 (the "Offer") between the Corporation and Ridgewood Limited Partnership, a limited partnership created under the laws of the Province of Quebec, and its general partner, 4235029 Canada Inc. (collectively, the "Vendor"); and

(ii) the concurrent completion of a private placement for minimum gross proceeds of $10,000,000 and for maximum gross proceeds of $15,000,000 (the "Offering").

The Corporation intends to use a portion of the proceeds of the Offering in order to complete the Acquisition, for a purchase price of approximately $5,035,000, of which $2,202,000 will be paid in cash at closing, and the remaining balance of approximately $2,808,000 by the assumption of a hypothec as stipulated in the Offer, subject to the customary adjustments.

The Corporation intends to use the balance of the proceeds of the proposed Offering to identify and evaluate additional properties and to satisfy (in whole or in part) the purchase price for subsequent acquisitions.

A sum of $25,000 was deposited in trust by the Corporation with the acting real estate broker. This deposit will be applied against the purchase price or reimbursed to the Corporation in the event that the Properties are not acquired pursuant to the Offer.

The Properties consist of two contiguous four-storey multi-family residential buildings constructed in 1950. Comprised of 65 suites, the Properties are within walking distance of the Universite de Montreal and in proximity to numerous parks, shopping areas, schools and hospitals. Upon acquiring the Properties, the Corporation intends to invest approximately $300,000 to upgrade the Properties within the first year. The occupancy rate is currently 95.5%.

The Vendor is at arm's length to the Corporation and the proposed Qualifying Transaction is therefore not a "Non Arm's Length Qualifying Transaction" as defined under the CPC Policy. Approval by the shareholders of the Corporation is consequently not required.

In connection with the Qualifying Transaction the Corporation has retained the services of National Bank Financial Inc. to act as agent, on a best effort basis, in order to complete the Offering.

Upon completion of the Qualifying Transaction, the resulting issuer is expected to meet the minimum listing requirements of the Exchange for issuers in the real estate sector.

Messrs. Claude Blanchet, Pierre L. Martel, Francois Bourbonnais, Pierre Laflamme, Dino Fuoco, Philippe Morin and Frank A. Dottori will be Insiders (as defined in the CPC Policy) of the Resulting Issuer.

The backgrounds of all the directors of the Corporation are contained in the final prospectus of the Corporation dated May 17, 2007 which is available on the SEDAR website at

The completion of the Qualifying Transaction is conditional upon, among other things, the completion of the Offering and final Exchange acceptance of the Qualifying Transaction.

The Corporation does not intend to request that the halt on its securities be lifted before the completion of the Qualifying Transaction.

The Corporation intends to close the Qualifying Transaction on or about February 6, 2008.

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

Investors are cautioned that any information released or received with respect to the transaction may not be accurate or complete and should therefore not be relied upon by investors. 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.

This press release contains forward looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions. Although the directors of the Corporation believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Some of the factors and risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include the impact of general economic conditions, industry conditions, governmental regulation, environmental risks, competition from other industry participants, stock market volatility, the ability to access sufficient capital from internal and external sources. A full description of these risks and uncertainties with regards to a capital pool company can be found in the Corporation's prospectus dated May 17, 2007 which is available electronically at

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included herein are made as of the date hereof and the Corporation does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise.

Contact Information

  • Capital BLF Inc.
    Mr. Pierre L. Martel
    Chief Financial Officer and Secretary