Holland Global Capital Corporation

September 10, 2013 17:33 ET

Holland Global Capital Corporation Completes REIT Conversion with Maplewood International Real Estate Investment Trust and Completes Brokered Private Placement

MISSISSAUGA, ONTARIO--(Marketwired - Sept. 10, 2013) -


Holland Global Capital Corporation (TSX VENTURE:HG.P) (the "Corporation"), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual), announced today that on September 9, 2013, it completed its previously announced reorganization under a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") into a real estate investment trust named "Maplewood International Real Estate Investment Trust" (the "REIT"). Shareholders of the Corporation overwhelmingly approved the Arrangement at a special meeting held on September 6, 2013, with 100% of the shareholder votes in favour.

Pursuant to the Arrangement, among other things: (i) the issued and outstanding common shares ("Shares") of the Corporation have been exchanged for trust units ("Units") of the REIT on an 8 for 1 basis (1 Unit for every 8 Shares) (the "Exchange Ratio") and (ii) the issued and outstanding options ("Options") to purchase Shares have been exchanged for options ("Maplewood Options") to purchase Units on terms and conditions identical to the terms and conditions of the Options, subject to adjustments to the exercise price of, and the number of Units underlying, the Maplewood Options based upon the Exchange Ratio. Certain shareholders of the Corporation elected to receive Class B limited partnership units (the "Class B LP Units") of Maplewood International Limited Partnership as consideration for all or a portion of their Shares which are exchangeable for Units on a one-for-one basis.

The REIT also completed today a brokered private placement (the "REIT Private Placement"), with Laurentian Bank Securities Inc. (the "Agent") acting as lead agent, of 625,000 units (the "Private Placement Units") at a price of $3.20 per Private Placement Unit, each such Private Placement Unit to be comprised of one Unit and one warrant (a "Warrant"), for aggregate gross proceeds to the REIT of approximately $2 million. Each Warrant will entitle the holder thereof to acquire a Unit for an exercise price of $3.20, for a term of 24 months from the date of issuance. The Private Placement Units will be subject to a four month hold period. It is expected that part of the funds raised under the REIT Private Placement will be used to partially finance the cash purchase price for the Acquisition (as defined below), with the balance to be used for working capital and general trust purposes. Certain insiders of the REIT acquired an aggregate of 140,702 Private Placement Units. The Agent received a commission of 7% of the gross proceeds of the REIT Private Placement, other than proceeds received from Private Placement Units acquired by insiders and such other persons introduced to the Agent by the REIT.

The REIT expects to complete the previously announced acquisition (the "Acquisition") of an industrial income producing property, located in the Netherlands, on or about September 13, 2013. Upon completion of the Acquisition, the REIT is expected to meet all minimum listing requirements for a Tier 2 Real Estate Issuer on the TSXV. The Units will trade under the symbol "MWI.UN" when trading of the Units commences, which is expected to occur upon the open of markets on or about September 20, 2013. As a result of the Arrangement, the Shares will be delisted from the TSXV. Following the completion of the Arrangement and REIT Private Placement, 687,500 Units and 4,375,000 Class B LP Units were issued and outstanding on a non-diluted basis.

About Holland Global Capital Corporation

The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. The Corporation has not commenced commercial operations and has no assets other than cash.

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Trading in the securities of a capital pool company should be considered highly speculative.

About Maplewood International Real Estate Investment Trust

The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario.

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT's future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the following: the expected completion of the Acquisition and the expected commencement of trading of Units of the REIT.

Although the forward-looking statements contained in this press release are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT's control, which may cause actual results to differ materially from those expressed or implied by such forward-looking statements.

The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

The TSXV has in no way passed upon the merits of the qualifying 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 policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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