Calgary, Alberta--(Newsfile Corp. - March 5, 2025) - Margaux Real Estate Investment Trust ("Margaux" or the "REIT") is pleased to announce that it has completed its previously announced acquisition (the "Transaction") of all of the issued and outstanding common shares of Odessa Capital Ltd. (TSXV: ALFA.P) ("Odessa"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies ("Policy 2.4"), by way of a plan of arrangement under the Canada Business Corporations Act (the "CBCA"). Subject to receiving final approval from the TSX Venture Exchange (the "TSXV"), the REIT Units (as defined herein) are expected to commence trading on the TSXV under the ticker symbol "ALFA" over the course of the next week. It is expected that the Odessa Shares (as defined herein) will be delisted from the TSXV concurrently with the listing of the REIT Units on the TSXV.
Transaction
The Transaction constitutes Odessa's "Qualifying Transaction" (as defined by Policy 2.4) and was completed according to the terms of an arrangement agreement dated July 22, 2024, pursuant to which, among other things, Margaux acquired all of the issued and outstanding securities of Odessa by way of a plan of arrangement under the CBCA (the "Arrangement"). In connection with the completion of the Transaction, the TSXV has conditionally approved the listing of the issued and outstanding units of the REIT (the "REIT Units").
Prior to the completion of the Transaction, the REIT completed a non-brokered private placement (the "Private Placement"), pursuant to which Margaux issued and sold 3,050 notional units of Margaux ("PP Units") at a price of $1,000 per PP Unit for gross proceeds of $3,050,000, an upsize from the previously announced maximum gross proceeds to be raised pursuant to the Private Placement of $3,000,000, with each PP Unit consisting of 400 REIT Units and $520 in principal amount of a convertible debenture of Margaux (each, a "Convertible Debenture"). The Convertible Debentures have a term of 5 years, bear interest at 6.0% and are convertible into REIT units at a price of $1.40 per REIT Unit. No commissions or finder's fees were paid in connection with the Private Placement.
Subsequent to the completion of the Private Placement, the Arrangement was completed in connection with which, amongst other matters: (i) the issued outstanding common shares of Odessa (the "Odessa Shares") were consolidated at a ratio (the "Consolidation Ratio") of one pre-consolidation Odessa Share for every twelve (12) post-consolidation Odessa Shares held; (ii) each post-consolidation Odessa Shares was exchanged for one REIT Unit; (iii) the options to purchase Odessa Shares (the "Odessa Options") were exchanged for options to acquire REIT Units ("REIT Options"), as adjusted for the Consolidation Ratio; (iv) the agent's options to purchase Odessa Shares (the "Odessa Agent Options") were exchanged for agent's options to acquire REIT Units ("REIT Agent Options"), as adjusted for the Consolidation Ratio, and (v) Odessa amalgamated with 16080022 Canada Inc., a wholly-owned subsidiary of Margaux, with the resulting amalgamated entity being a wholly-owned subsidiary of Margaux. Pursuant to the Transaction: (i) an aggregate of 1,666,666 REIT Units were issued in exchange for the outstanding Odessa Shares; (ii) 116,666 REIT Options were issued in exchange for the outstanding Odessa Options; and (iii) 125,000 REIT Agent Options were issued in exchange for the outstanding Odessa Agent Options.
Board of Trustees and Management
Following the Transaction, the leadership team of the REIT is as follows:
- Michel Lassonde - President of the Board of Trustees, Chief Executive Officer and Trustee
- Luc Poirier - President, Chief Operating Officer and Trustee
- André Verrier - Chief Financial Officer and Trustee
- Pierre Colas - Trustee
- Richard Morrison - Trustee
- André Chevrier - General Manager
Escrow
As described in the management information circular of Odessa dated December 30, 2024 (the "Circular"), prepared in connection with the Transaction and in accordance with Policy 2.4, certain of the REIT Units and REIT Options are subject to escrow requirements in accordance with TSXV Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions, pursuant to both a value security escrow agreement (the "Escrow Agreement") as well as TSXV-imposed seed share resale restrictions ("SSRRs"). Under the terms of the Escrow Agreement and the SSRRs, 10% of such escrowed securities will be released, upon the issuance of the final bulletin of the TSXV (the "Bulletin"), with subsequent 15% releases occurring on each of the 6, 12, 18, 24, 30 and 36 months following the Bulletin, respectively.
Auditors
MNP LLP, Chartered Professional Accountants, will serve as auditors of the REIT.
Additional Information for Shareholders
Additional information related to the REIT's business, the Private Placement and the Transaction (including the members of the management team and board of trustees listed above) is available in the Circular. The Circular is available under Odessa's profile on SEDAR+ at www.sedarplus.ca. Readers are encouraged to review the Circular for full details on the Transaction.
DS Lawyers Canada LLP acted as legal counsel to Odessa and to the REIT in connection with the Transaction, and BCF Business Law acted as legal counsel to the REIT in relation to the Private Placement.
About Margaux Real Estate Investment Trust
Margaux is a real estate investment trust established by a contract of trust dated October 29, 2021, as amended, in Quebec. Margaux owns and operates three self-storage facilities in Quebec. The storage facilities are located in Cowansville, Roxton Pond and Drummondville, Quebec. The Drummondville facility is currently comprised of 100,000 square feet of land on which there are 48 self-storage units, with the construction of additional facilities expected to be completed in the coming months. The Cowansville facility is comprised of approximately 500,000 square feet of land on which there are two buildings housing 90 self-storage units. The Cowansville facility also includes a parking space which can accommodate up to 70 RVs as well as an additional parking lot which is leased to a nearby hospital on a long-term basis. The Roxton Pond facility is comprised of approximately 100,000 square feet of land divided in two lots and on which there are presently five buildings housing 181 self-storage units.
For more information please contact:
Margaux Real Estate Investment Trust
Michel Lassonde
President of the Board of Trustees and Chief Executive Officer
Email: mlassonde@margauxreit.ca
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains information and statements that constitute "forward-looking information". Such forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the REIT's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information.
Although the REIT believes, in light of the experience of its officers and trustees, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the REIT can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking information. The forward-looking information in this press release include information relating to timing for the commencement of trading of the REIT Units on the TSXV and the REIT's receipt of the final approval of the TSX. Such statements and information reflect the current view of the REIT. By their nature, forward-looking information involve known and unknown risks, uncertainties and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Additional risks include those disclosed in the Circular, which are incorporated herein by reference and are available through SEDAR+ at www.sedarplus.ca.
The forward-looking information contained in this news release represents the expectations of the REIT as of the date of this news release and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and the REIT undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The REIT's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243475
SOURCE: Odessa Capital Ltd.
