NorRock Realty Finance Corporation
TSX VENTURE : RF.H

NorRock Realty Finance Corporation

August 26, 2013 17:56 ET

NorRock Realty Finance Corporation Announces 2013 Semi-Annual Financial Results

TORONTO, ONTARIO--(Marketwired - Aug. 26, 2013) - NorRock Realty Finance Corporation ("NorRock" or the "Corporation") (TSX VENTURE:RF.H) announces the release of its financial statements and management report of fund performance ("MRFP") for the six month period ended June 30, 2013. All capitalized terms used and not defined in this press release have the meaning given to them in the MRFP.

The Corporation reports the following operational and financial highlights.

First Half 2013 Review and Outlook

As at June 30, 2013, the Corporation held approximately $63,000 of cash. This cash is available to fund working capital requirements of the corporation while the corporation is listed on the NEX exchange. NEX is a separate board of the TSX that provides a trading forum for listed companies that have low levels of business activity or have ceased to carry on an active business. As a result of the asset sale to Partners REIT, NorRock substantially discontinued its business and subsequently, did not meet the original listing requirement of the Toronto Stock Exchange ("TSX").

NorRock issued a press release on February 27, 2013 announcing it had entered into two letters of intent for the acquisition of certain real estate and securities assets.

On June 14, 2013, NorRock announced an amendment to its proposed reactivation transaction that was previously disclosed via press release on February 27, 2013.

NorRock entered into a definitive agreement on May 29, 2013 with IGW Industrial Limited Partnership ("IGW Industrial") to acquire the LaSalle Property further to the previously executed letter of intent. The ("LaSalle Acquisition") known municipally as 695, 795 and 999 - 90th Avenue, Montreal (Borough of LaSalle), Quebec, and legally described as Lot number ONE MILLION FOUR HUNDRED AND FIFTY THOUSAND AND NINETY ONE (1,450,91) of the cadastre of Quebec, Registration division of Montreal (the "LaSalle Property").

On June 7, 2013 NorRock entered into a letter of intent with Highview Financial Holdings Inc. ("Highview") to become Highview's strategic capital partner and will subscribe for such number of treasury shares, such that NorRock shall own, on a fully diluted basis, 70% of the issued and outstanding shares of Highview (the "Highview Shares") upon the closing of the transaction (the "Highview Acquisition").

Reactivation Transaction

The LaSalle Acquisition, together with the Highview Acquisition, are intended to constitute a reactivation transaction (the "Reactivation Transaction") of NorRock to enable it to list on the TSX Venture Exchange. The Reactivation Transaction will constitute a reverse takeover transaction ("RTO") as defined in Policy 5.2 of the Corporate Finance Manual of the TSX Venture Exchange.

The Reactivation Transaction is conditional upon, among other things, receiving all necessary regulatory and third party approvals and authorizations, the receipt of an independent valuation of the LaSalle Property, approval by the shareholders of NorRock, confirmation of no material adverse change having occurred to the LaSalle Property and the Highview prior to close, the completion of definitive agreements setting forth the terms and conditions for the closing of the LaSalle Acquisition and the Highview Acquisition, the completion of due diligence satisfactory to each party, and the completion of a sponsorship report satisfactory to the TSX Venture Exchange (or waiver by the Exchange of that requirement).

Concurrent Financing

NorRock intends to complete a brokered private placement to raise up to $10,000,000 (the "Concurrent Financing") concurrently with its Reactivation Transaction by issuing up to 40,000,000 Class A shares at $0.25 per share. Proceeds raised will be used for general working capital purposes.

Business Plan

Following closing of the Reactivation Transaction, it is NorRock's intention to change its business focus from being a secured lender in the commercial real estate industry to carrying on business as a merchant bank focused on creating value for shareholders by making investments in undervalued assets in various industry sectors. The initial investments and the first two transactions undertaken by NorRock will be the assets acquired pursuant to the LaSalle Acquisition and the Highview Acquisition.

Cash on Hand

At June 30, 2013, the Corporation had approximately $63,000 cash on hand.

Distributions to Shareholder

In 2013, there were no distributions.

Net Asset Value

As at June 30, 2013, the Corporation's net assets were approximately -$0.24 million (December 31, 2012 - $0.08 million). The net book value per Class A Share under Canadian Generally Accepted Accounting Principles (GAAP) as at June 30, 2013 was -$0.048 (December 31, 2012 - $0.002). In accordance with National Instrument 81-106 - Investment Fund Continuous Disclosure ("NI 81-106") requirements as described below under the heading "Canadian GAAP to NI 81-106 NAV Differences", NAV at June 30, 2013 was -$0.048 (December 31, 2012 - $0.002).

Additional Information

For detailed information on financial results please refer to the Corporation's financial statements and management report of fund performance for the period ending June 30, 2013 available under the Corporation's profile on SEDAR (www.sedar.com).

The Corporation

The Corporation is a mutual fund corporation under the Income Tax Act (Canada), incorporated under the laws of Ontario. The Manager is a wholly-owned subsidiary of Green Tree Capital Management Corp., an Ontario based private holding company.

Certain statements included in this news release constitute forward-looking statements including statements identified by the words "plan", "will" and "intend", and similar expressions or the negative thereof. The forward-looking statements are not historical facts but reflect the Corporation's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Readers are cautioned not to place undue reliance on forward-looking information. The Corporation undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information except as required by law. Neither TSX Venture Exchange nor its Regulator Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • NorRock Realty Finance Corporation
    Jacqueline Boddaert
    Chief Executive Officer
    (416) 479-9510 x6545
    1-866-362-2469 (FAX)
    info@norrock.ca
    www.norrock.ca