SCOSS Capital Corp.
TSX VENTURE : SCP

July 31, 2006 08:17 ET

SCOSS Capital Corp. Provides Update With Respect to Previously Announced Acquisition and REIT Conversion

TORONTO, ONTARIO--(CCNMatthews - July 31, 2006) - SCOSS Capital Corp. (TSX VENTURE:SCP) announced today that the due diligence and board approval conditions under its agreement to purchase three self-storage properties announced on June 12, 2006 have been waived. As a result, the acquisition will now proceed subject only to customary closing conditions and TSX Venture Exchange approval. The transaction is scheduled to close on August 25, 2006.

Under the terms of the acquisition agreement, the Corporation has agreed to purchase three self-storage properties located in Aylmer and St. Thomas, Ontario for an aggregate purchase price of $4.625 million (subject to customary adjustments). The Vendor under the acquisition agreement, Box-N-Lock Self Storage Ltd., currently operates the properties under the name "Box-N-Lock". The two St. Thomas facilities are located at 155 South Edgeware Road, 257 Edward Street and 4 Laing Boulevard. The Aymler property is located at 597 John Street. Together, these three properties account for approximately 50,000 square feet of self-storage space and, when acquired, will represent an 86% increase to the Corporation's existing leasable storage space. As of July 26, 2006, the three facilities had an average occupancy rate of approximately 91%.

The purchase price for the acquisition will be funded as to $1.157 million from the Corporation's existing cash on hand and $3.468 million from mortgage financing.

REIT Conversion

At the special meeting of the shareholders of the Corporation held on July 25, 2006, the shareholders approved the conversion of the Corporation to a real estate investment trust (the "REIT") by way of a plan of arrangement. The approved plan of arrangement generally contemplates that common shares of the Corporation will be exchanged, on a one-for-one basis, for units of the REIT or securities exchangeable for units of the REIT. Subject to receipt of final Court and TSX Venture Exchange approval, the conversion is expected to be completed on or about August 4, 2006.

SCOSS Capital Corp.

The Corporation currently operates and owns two self-storage properties located in Toronto, Ontario. In addition to the acquisition described above, the Corporation has conditional agreements to acquire self-storage properties with an aggregate value of approximately $121.6 million. These acquisitions that were announced on June 14, 2006 and July 4, 2006 are for seven and six self-storage properties, respectively, and remain subject to numerous conditions.

The common shares of the Corporation are listed on the TSX Venture Exchange.

Forward-Looking Information

This press release contains forward-looking statements. 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. Examples of such statements include the intention to complete the announced acquisitions and to convert the Corporation to a real estate investment trust with the final approval of the Court. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such 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 obtain necessary financing, satisfy conditions under the acquisition agreements, or satisfy any requirements of the TSX Venture Exchange with respect to the acquisitions, financing or the REIT conversion; the level of activity in the self-storage business and the economy generally; consumer interest in the Corporation's services and products; competition; and anticipated and unanticipated costs. While the Corporation anticipates that subsequent events and developments may cause the Corporation's views to change, the Corporation specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Corporation's views as of any date subsequent to the date of this press release. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance 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 factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Additional factors are noted under "Risk Factors" in the Corporation's Management Information Circular dated June 30, 2006, copies of which may be obtained on the SEDAR website at www.sedar.com.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • SCOSS Capital Corp.
    T. James Tadeson
    Chief Executive Officer
    (416) 867-9705