NorRock Realty Finance Corporation

NorRock Realty Finance Corporation

December 18, 2014 14:17 ET

NorRock Realty Finance Corporation Announces Transition to Regulatory Regime for Non-Investment Fund Reporting Issuers and Management Changes

TORONTO, ONTARIO--(Marketwired - Dec. 18, 2014) - NorRock Realty Finance Corporation ("NorRock" or the "Corporation") (NEX BOARD:RF.H), a company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), today announced that it has received shareholder approval for the Corporation's transition (the "Transition") from the Canadian securities regulatory regime for investment funds to the regulatory regime for non-investment fund reporting issuers (the "Public Company Regime"). Shareholder approval for the Transition was obtained at a special meeting of shareholders held on December 10, 2014, where 99.9% voted in favour of the Transition with 31.1% of the Corporation's shares voted.

The Transition is expected to provide the Corporation and its shareholders with a number of benefits, including:

  • Simplifying the Corporation's corporate structure and eliminating its investment restrictions to facilitate a reactivation transaction to list on TSX Venture Exchange
  • Class A shareholders being granted typical voting rights at annual meeting of shareholders
  • Increased frequency of financial reporting
  • The transition into a structure that is typically more attractive to a greater number of investors who may not normally invest in closed-end investment funds
  • Increased stability of capital resulting from the elimination of the redemption feature

The Transition was implemented by filing Articles of Amendment, effective on December 15, 2014 (the "Effective Date"). Commencing from the Effective Date, the Corporation will be subject to, and will file all continuous disclosure materials in compliance with the Public Company Regime requirements. Additional details of the Transition can be found in the management information circular of the Corporation filed on SEDAR at

Furthermore, in connection with the Transition, the termination of the Corporation's management agreement with NorRock Asset Management Ltd. was approved, ratified and confirmed by its shareholders.

The Corporation is also pleased to announce that Raymond Steele, formerly the Chief Financial Officer of the Corporation, has been appointed as a Director. Mr. Steele is replacing Norman McPhedran, who has tendered his resignation as a Director. Mr. McPhedran will be pursuing other opportunities and the Corporation thanks him for the contributions he has made during his tenure.

The Corporation welcomes Ms. Tiana Fan as its new Chief Financial Officer. Ms. Fan has over ten years of financial reporting experience with public and private companies. Ms. Fan is a Chartered Professional Accountant. She received a double specialist degree in Commerce and Computer Science from University of Toronto.

NorRock will continue the process of identifying and evaluating assets and businesses with the intention of acquiring same to constitute a proposed reactivation transaction to enable NorRock to list on the Exchange as a Tier 1 or Tier 2 issuer. Particulars relating to any proposed reactivation transaction will follow in accordance with the policies of the Exchange in future press releases.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements including regarding a proposed reactivation transaction. Actual developments may differ materially from those contemplated by these statements depending upon, among other things, decisions made by regulators, including the TSX Venture Exchange. The forward-looking statements contained in this press release represent NorRock's views and expectations as of the date of this release and should not be relied upon as representing its views and expectations at any subsequent date. The forward-looking events and circumstances discussed in this press release, including the completion of a proposed reactivation transaction, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting NorRock, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and NorRock undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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