CHC Realty Capital Corp.

TSX VENTURE : CHC


August 28, 2014 17:40 ET

CHC Realty Capital Corp. Completes Final Closing of Private Placement

TORONTO, ONTARIO--(Marketwired - Aug. 28, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

CHC Realty Capital Corp. ("CHC" or the "Company") (TSX VENTURE:CHC) wishes to announce that it has completed the second and final tranche of its previously announced non-brokered private placement through the issuance of 15,531,994 subscription receipts for gross proceeds of $1,688,719. With the subscription receipts issued by the Company in its first closing effective August 18, 2014, the Company has issued a total of 68,390,693 subscription receipts under its private placement for total gross proceeds of $7,522,976.

The Company also wishes to announce that it has received conditional approval from the TSX Venture Exchange ("TSXV") for its proposed acquisitions of student housing properties in Windsor, Ontario and Trois-Rivières, Québec. As previously disclosed, CHC intends to use the net proceeds of the private placement to complete the acquisitions and for general corporate purposes. CHC will require approximately $4.65 million of the proceeds from the financing for the acquisitions, not including transaction costs and with the balance of the purchase price for the properties being satisfied through mortgage financing. As previously announced, CHC terminated another smaller acquisition it was reviewing in Windsor, Ontario and therefore did not have to raise any financing for that acquisition under the private placement. The acquisitions are subject to final acceptance from the TSXV.

The proceeds from the final closing of the private placement less finder's fees paid in connection with the closing were deposited in escrow on closing. The funds held in escrow will be released to CHC and each subscription receipt will automatically convert into one common share of the Company without payment of additional consideration immediately prior to the completion of the acquisitions. If the escrow release conditions are not satisfied on or before October 31, 2014, the proceeds will be returned to subscribers. In addition, if one of the acquisitions is not to be completed, the funds required for it will be returned to subscribers.

All of the subscription receipts issued in this final closing of the private placement, as well as the underlying shares issuable upon the exercise thereof, are subject to statutory resale restrictions expiring on December 29, 2014.

In connection with the final closing, the Company paid a total of $108,964 in finder's fees to certain investment dealers who introduced subscribers to the Company under the private placement.

Closing of the private placement is subject to final acceptance from the TSXV.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

About CHC Realty Capital Corp.

CHC Realty Capital Corp. is an owner and operator of student housing properties which is focused on acquiring high quality properties in close proximity to universities and colleges in primary and well understood secondary markets in Canada.

Cautions Regarding Future Plans and Forward Looking Information

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed transaction and the business strategies of CHC. Although CHC believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. CHC cautions investors that any forward-looking information provided by CHC is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: CHC's ability to complete the proposed transactions; the state of the real estate sector in the event the proposed transactions are completed; recent market volatility; CHC's ability to secure the necessary mortgage financing or to be fully able to implement its business strategies; and other risks and factors that CHC is unaware of at this time. The reader is referred to CHC's initial public offering prospectus and other continuous disclosure documents for a more complete discussion of risk factors relating to CHC and their potential effects, copies of which may be accessed through CHC's profile on SEDAR at www.sedar.com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • CHC Realty Capital Corp.
    Mark Hansen
    President and Chief Executive Officer
    (647) 288-9355
    mhansen@chcrealty.ca

    CHC Realty Capital Corp.
    Robert Waxman
    Chief Financial Officer
    (647) 288-9375
    rwaxman@chcrealty.ca