StorageVault Canada Inc.
TSX VENTURE : SVI

StorageVault Canada Inc.

November 20, 2015 10:13 ET

StorageVault Executes Purchase Agreements to Acquire 3 Storage Assets in Kamloops and 2 in Manitoba for $19 Million

REGINA, SASKATCHEWAN--(Marketwired - Nov. 20, 2015) - STORAGEVAULT CANADA INC. ("StorageVault") (TSX VENTURE:SVI) announced today that, further to its news release dated October 16, 2015, it has entered into an asset purchase agreement executed on November 18, 2015 with Ace Sun Ventures Ltd. and SelfStorAll (Kamloops) Limited Partnership (collectively referred to as the "Kamloops Assets Vendors") to purchase for an aggregate purchase price of $7,800,000, subject to customary adjustments (the "Kamloops Assets Acquisition"), all of the self storage assets, property and business used in the operation of three Kamloops, British Columbia area self storage stores (the "Kamloops Purchased Assets") owned by the Kamloops Assets Vendors.

In addition, StorageVault has entered into an asset purchase agreement dated November 19, 2015 with 5559 N.W.T. Ltd. ("5559 NWT") to purchase for an aggregate purchase price of $5,600,000, subject to customary adjustments (the "5559 Assets Acquisition"), all of the self storage assets, property and business used in the operation of one Winnipeg Manitoba area self storage store (the "5559 Purchased Assets") owned by 5559 NWT.

Finally, StorageVault has entered into an asset purchase agreement executed on November 19, 2015 with Winnipeg Mini Storage Inc. ("Winnipeg Mini Storage") to purchase for an aggregate purchase price of $5,260,000, subject to customary adjustments (the "Winnipeg Mini Storage Acquisition"), all of the self storage assets, property and business used in the operation of one Winnipeg Manitoba area self storage store (the "Winnipeg Mini Storage Purchased Assets") owned by Winnipeg Mini Storage (collectively, the Kamloops Vendors, 5559 NWT and Winnipeg Mini Storage are referred to herein as the "Vendors"). The Vendors are not related parties to StorageVault or each other and the acquisitions are not contingent or conditional on the other acquisitions.

It is anticipated that the closing of the Kamloops Assets Acquisition will occur on or around November 30, 2015 and the closing of the 5559 Assets Acquisition and the Winnipeg Mini Storage Acquisition will occur on or before December 21, 2015.

Proposed Purchased Assets

Upon the closing of the Kamloops Assets Acquisition, StorageVault will acquire three self-storage stores with an aggregate of approximately 85,000 square feet of rentable storage space. The Kamloops Purchased Assets continues StorageVault's expansion into the very strong British Columbia market.

Upon the closings of the 5559 Assets Acquisition and the Winnipeg Mini Storage Acquisition, StorageVault will acquire two self-storage stores with an aggregate of approximately 120,000 square feet of rentable storage space. The 5559 Purchased Assets and the Winnipeg Mini Storage Purchased Assets will make StorageVault the largest operator in the Winnipeg market.

Purchase Price and Payment

The purchase price for the Kamloops Purchased Assets is $7,800,000 subject to adjustments, and is payable by the issuance of up to $500,000 of common shares of StorageVault at a deemed price of $0.65 per share and the remainder by certified cheque or wire. The purchase price for the 5559 Purchased Assets is $5,600,000 subject to adjustments, and is payable by the issuance of up to $500,000 of common shares of StorageVault at a deemed price of $0.65 per share and the remainder by certified cheque or wire. The purchase price for the Winnipeg Mini Storage Purchased Assets is $5,260,000 subject to adjustments, and is payable by the issuance of up to $1,052,000 of common shares of StorageVault at a deemed price of $0.65 per share and the remainder by certified cheque or wire.

Material Conditions Precedent to the Proposed Acquisitions

The obligations of StorageVault to complete the acquisitions are subject to initial conditions including, but not limited to: satisfactory due diligence, satisfactory Environmental Site Assessment Reports, satisfactory financing, creditor approval of the acquisitions and board of director approval of the acquisitions. The initial conditions for the Kamloops Assets Acquisition must be satisfied on or before closing. The initial conditions for the 5559 Assets Acquisition and the Winnipeg Mini Storage Acquisition must be satisfied on or before closing. The obligations of both StorageVault and the Vendors to complete the closing of the acquisitions are subject to the satisfaction of other customary closing conditions including, but not limited to: TSX Venture Exchange ("TSXV") acceptance of the acquisitions and, if required, shareholder consent or approval of the acquisitions.

Update on the Negotiations to Purchase Storage Assets from Access Self Storage Inc.

StorageVault is continuing its negotiations with Access Self Storage Inc. ("Access") to purchase approximately $23 million of Access assets in Southern Ontario (the "Access Negotiations"). If StorageVault enters into an agreement in relation to the Access Negotiations, StorageVault will issue a further news release disclosing the particulars of the transaction. Any transaction resulting from the Access Negotiations would be a related party transaction.

Update on StorageVault's Common Share Offering

Further to the news release dated October 21, 2015, StorageVault announces that it anticipates closing the first tranche of the $0.65 common share offering (the "Offering") on or around November 23, 2015, prior to the closing of the Kamloops Assets Acquisition. A second tranche closing of the Offering is intended for on or around December 15, 2015, prior to the 5559 Assets Acquisition and the Winnipeg Mini Storage Acquisition.

Other Information

Completion of the acquisitions is subject to a number of conditions as disclosed above and as set forth in the purchase agreements, including, but not limited to, TSXV Acceptance, satisfactory due diligence, board of director approval, creditor approval, satisfactory financing and, if applicable, shareholder consent or approval. There can be no assurance that the acquisitions will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the acquisitions and has neither approved nor disapproved the contents of this news release.

About StorageVault Canada Inc.

StorageVault owns and operates storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.

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

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this news release contains forward-looking information in relation to: the proposed acquisitions and any transaction that results from the Access Negotiations; the business and assets of the Vendors in the proposed acquisitions; the properties that will be acquired or leased pursuant to the proposed acquisitions; the execution of a formal purchase agreement in relation the Access Negotiations; the timing for completion of the proposed acquisitions and the satisfaction of the conditions for completion of the proposed acquisitions; the issuance of common shares to satisfy a portion of the purchase price for the proposed acquisitions; the availability of satisfactory financing for the proposed acquisitions; and the Offering, the closing and the closing date of the Offering and the use of proceeds of the Offering. This forward-looking information reflects StorageVault's current beliefs and is based on information currently available to StorageVault and on assumptions StorageVault believes are reasonable. These assumptions include, but are not limited to: the completion of satisfactory due diligence by all parties in relation to the proposed acquisitions; the satisfactory negotiation and execution of a formal purchase agreement in relation to the Access Negotiations; the satisfactory fulfilment of all of the conditions precedent to the proposed acquisitions; the receipt of all required approvals including regulatory, TSXV, third party, creditor, director and shareholder approvals; market acceptance of the proposed acquisitions; acceptable financing to complete the proposed acquisitions; market acceptance of the Offering, the ability of StorageVault to complete the Offering in a timely manner and TSX Venture Exchange final acceptance of the Offering; and the use of proceeds of the Offering continuing to be acceptable and approved by the board of directors of StorageVault and the Acquisition Committee of StorageVault.
Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of StorageVault to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting StorageVault; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in StorageVault's disclosure documents on the SEDAR website at www.sedar.com. Although StorageVault has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of StorageVault as of the date of this news release and, accordingly, is subject to change after such date. However, StorageVault expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

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