Kingsway Arms Retirement Residences Inc.
TSX VENTURE : KWA.P

July 08, 2008 19:29 ET

Kingsway Arms Retirement Residences Inc. Announces Conditional Approval of Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - July 8, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Kingsway Arms Retirement Residences Inc. (TSX VENTURE:KWA.P) (the "Corporation" or "Kingsway"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that the Exchange has accepted the filing of its filing statement (the "Filing Statement") and has provided conditional approval to the closing of Kingsway's Qualifying Transaction, as defined under Exchange Policy 2.4 - Capital Pool Companies.

As previously announced, Kingsway's Qualifying Transaction involves two components: (i) the purchase by the Corporation of a seniors housing facility located at 145 Murray Drive, in Aurora, Ontario from Alert Care 87-2 Limited Partnership, an Ontario limited partnership, pursuant to the terms of an amended and restated agreement of purchase and sale dated as of April 25, 2008, as amended; and (ii) a private placement of 4,000,000 common shares of the Corporation at a price of $0.25 per common share, pursuant to which National Bank Financial Inc. has been engaged to act as sole agent, on a best-efforts basis, on behalf of the Corporation (the "Private Placement").

The completion of the Qualifying Transaction will remain contingent upon the closing of the Private Placement and the Corporation fulfilling all of the usual requirements of the Exchange for completion of a Qualifying Transaction.

Kingsway expects to close the Qualifying Transaction on or about July 18, 2008. Shareholders of the Corporation are encouraged to go to SEDAR at www.sedar.com to review the Corporation's Filing Statement dated June 30, 2008.

Kingsway Arms Retirement Residences Inc.

Kingsway is a capital pool company listed on the Exchange. 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 is not an offer of securities for sale in the United States. The securities of the Corporation referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities of the Corporation may not be offered or sold in the United States absent registration or an exemption from registration.

Completion of the Qualifying Transaction is subject to a number of closing conditions. 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 Filing Statement, any information released or received with respect to the Qualifying 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.

This Press Release contains forward-looking statements. These statements generally can be identified by use of forward looking word such as "may", "expects", "anticipates", "intends", "believe" or "could" or the negative thereof or similar variations. The completion of the Qualifying Transaction and the future business, operations and performance of the target property could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the Qualifying Transaction is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Corporation to complete the Private Placement or to satisfy the requirements of the Exchange with respect to the Qualifying Transaction. Additional, important factors that could cause actual results to differ material from expectations include, among other things, general economic and market factors, local real estate conditions, including the development of properties in close proximity to the target property, competition, changes in government regulation, dependence on tenants' financial conditions, interest rates, the availability of equity and debt financing, environmental and tax related matters, and reliance on key personnel. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The cautionary statements qualify all forward-looking statements attributable to the Corporation and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this Press Release and the Corporation has no obligation to update such statements except as required by law.

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.

Contact Information

  • Kingsway Arms Retirement Residences Inc.
    Mr. Patrick Byrne
    Chief Executive Officer
    (647) 288-2942 ext. 102
    or
    Kingsway Arms Retirement Residences Inc.
    Mr. Graham Parker
    Chief Operating Officer
    (647) 288-2942 ext. 101