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Edmonton, Alberta – TheNewswire - March 9, 2021 – Yorkton Equity Group Inc. (“YEG” or the “Company”) (TSXV:YEG) is pleased to announce that the Company has executed two binding letters of intent (“LOIs”) with Lui Holdings Corporation (“Holdings”). The first LOI is with respect to the acquisition of certain limited partnership units in Yorkton 108 Limited Partnership (“Yorkton 108”). The second LOI is with respect to the acquisition of the Riviera Gardens apartment complex.
Yorkton 108
The Company intends to acquire limited partnership units in Yorkton 108 (“LP Units”) for an approximate aggregate amount of $3,695,841 from Holdings, a private Alberta corporation which is owned and controlled by Ben Lui, a director and officer of the Company. The Company will purchase the LP Units from Holdings by the issuance of approximately 14,783,364 common shares of YEG (“YEG Shares”) at a deemed price of $0.25 per YEG Share for a fair market value of approximately $3,695,841 (the “Yorkton 108 Acquisition”), subject to final closing adjustments, if any. The Yorkton 108 Transaction shall be completed on a tax-deferred basis pursuant to section 85 of the Income Tax Act.
The Yorkton 108 development project is located in the City Centre of Surrey, BC (municipally described as 13832 to 13866 – 108 Avenue) and the total size of the subject land parcel is approximately 60,000 square feet. The rezoning application 3rd reading was approved by the City of Surrey in December 2020 for a 193-unit residential condominium development comprising of two 6 storied buildings with 2 levels of underground parking, elevator service, and in-suite laundry. A total of 119 1-bedroom units, 51 2-bedroom units, 18 studio units and 5 3-bedroom units are planned. The subject land parcel was recently appraised at $21 million.
The City of Surrey, BC is in a strategic location in Metro Vancouver and is one of the fastest growing cities in Canada with a population of approximately 601,340 as of 2021. Surrey is the second largest City in British Columbia after Vancouver and has strong industrial and commercial capacity with excellent transportation infrastructure including the Sky-Train. There are two universities located in the City of Surrey, Simon Fraser University and the Kwantlen University.
Riviera Gardens
The Company also intends to acquire all of the issued and outstanding common shares of 1205946 Alberta Ltd. (the “Riviera Shares”) for a purchase price of approximately $4,400,000. The Company will purchase the Riviera Shares from Holdings on a tax-deferred basis pursuant to section 85 of the Income Tax Act by an issuance of approximately 17,600,000 YEG Shares at a deemed price of $0.25 per YEG Share for a fair market value of $4,400,000 (the “Riviera Acquisition”), subject to final closing adjustments, if any.
Riviera Gardens is a 62 strata titled residential condominium complex name “Riviera Gardens” located at 13704 / 13806 – 24 Street, Edmonton, Alberta. The complex is comprised of two 4-storey buildings constructed in 1978 on a two acre piece of land situated in a mature residential neighborhood at the north-west corner of 137 Avenue and 24 Street with all city amenities in the surrounding areas. Each building is equipped with secured intercom systems, key fob entries, and surveillance cameras, as well as elevator and laundry facilities on all levels. Riviera Gardens has a total of 16 1-bedroom suites, 38 2-bedroom suites and 8 three-bedroom suites. There are balconies in all suites in the upper floors and patios on all main floor suites. Each suite has its own energized parking stall and ample visitor parking stalls.
Edmonton is the Capital City of the province of Alberta which has a diversified economy with an annual GDP of $88 billion. Edmonton has Canada’s second largest manufacturing cluster and is second only to Ontario’s Golden Triangle for manufacturing. Metro Edmonton has a growing population of 1,491,000 as of 2021, making it Alberta's second largest city after Calgary.
Known as the "Gateway to the North", Edmonton is the staging point for large-scale oil projects in northern Alberta, and large-scale diamond mining operations in the Northwest Territories. The Trans Mountain Pipeline expansion is well underway which when completed will increase oil export capacity from 300,000 to 890,000 barrels per day to world markets from the BC coast. Edmonton is at the epicentre of Alberta’s vast oil and gas industry, and is also a world leader in the oil, gas, and petrochemical industries.
Related Party Transactions
The Yorkton 108 Transaction and the Riviera Transaction are considered a “related party transaction” in accordance with the requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Yorkton 108 Transaction will be exempt from the formal valuation requirement of MI 61-101. In particular, YEG anticipates that the exemption set out in paragraph (b) in section 5.5 of MI 61-101 is applicable since YEG is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. Minority shareholder approval pursuant to section 5.7 of MI 61-101 will be required for both the Yorkton 108 Transaction and the Riviera Transaction which will be voted on at a special shareholders meeting to be held on or about April 19, 2021 pursuant to a notice of meeting to be issued by way of a further press release or posting on SEDAR.
The Yorkton 108 Transaction and the Riviera Transaction are subject to completion of satisfactory due diligence review, satisfactory financing and bank mortgage approval, receipt of approval of the TSX Venture Exchange along with any other regulatory approvals together with the approvals of the minority shareholders and Board of Directors of the Company,
Langford Acquisition
The Company has entered into a real estate purchase contract for the acquisition of a prime mixed-use property located in the City of Langford, BC, which is a component municipality of Greater Victoria. The Langford building, built in 2014, is a 4 storied building that features spacious and bright 3 1-bedroom plus den units, and 12 2- bedroom units and one commercial unit at grade. The building has decks for each of the above grade residential units and comes with 16 covered parking stalls for its tenants. The building features in-suite laundry, stainless steel appliances, bike storage rooms, and elevator service. The land size is 7,840 square feet and the building has an assessed value of $6,003,000 in 2020.
Victoria is the capital city of British Columbia on the southern tip of Vancouver Island off Canada's Pacific coast. Victoria is the southernmost major city in Western Canada and is southwest from Vancouver on the mainland. The Metro Victoria area has a growing population of about 390,000 as of 2021.
Victoria has an expanding regional high technology sector that has risen to be its largest industry which in addition to education, marine, construction, health, retail, and agriculture contributes to its rising GDP. The City has the oldest university in BC, the University of Victoria, one of Canada’s leading universities. Known as "The Garden City", Victoria is an attractive city and a popular tourism and retiree destination which has a regional impact of about $2 billion annually.
Private Placement
In addition, the Company announces that it intends to complete a non-brokered private placement (the "Private Placement") of up to 8,000,000 units ("Units") at a price of $0.25 per Unit for gross proceeds of up to $2,000,000, subject to regulatory approval, as part and parcel of the three acquisitions mentioned herein. Each Unit is comprised of one (1) YEG Share and one (1) warrant ("Warrant"), whereby each Warrant entitles the holder to purchase one (1) YEG Share at a price of $0.40 for a period of two (2) years from the date of closing. If after four months and one day following the date of closing, the closing price of the YEG Shares is equal to or exceeds $0.60 per YEG Share for twenty (20) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants.
In the event of acceleration, the expiry date will be accelerated to a date that is thirty (30) days after the date that written notice has been given to the warrant holder or the date that the Company has issued a press release announcing the exercise of the acceleration right; and thereafter, no further notification will be provided by the Company to the subscribers. The shares and warrants issued on the Private Placement shall be subject to a four (4) month hold.
The Company will use the proceeds from the Private Placement towards the purchase of the Langford Acquisition, additional renovations for Riviera Gardens, additional development work for Yorkton 108 and general working capital.
About Yorkton
Yorkton manages the assets and operates the business of 1421526. 1421526 is the owner of a two storey retail/commercial building referred to as Pacific Rim Mall situated on a 26,400 square foot land base, and a 34,845 square foot gravel parking lot located at the North East corner of 98th Street and 105 Avenue (the “1421526 Property”). 1421526 has engaged a non-arm’s length property management company Lui International Group Inc., o/a Yorkton Management to manage the 1421526 Property. Yorkton Management has extensive property management experience in commercial and residential properties, and has been managing the entire operation of the 1421526 Property for more than 10 years, including but not limited to, handling leasing enquiries, negotiating on new leases and renewals, rent collection, preparing annual operating budgets, managing capital upgrades, repairs and maintenance to ensure property complies or exceeds all health and safety standards and building codes, negotiating mortgage renewals and arranging refinancing.
Further information about Yorkton is available on the Company’s website at www.yorktonequitygroup.com and the SEDAR website at www.sedar.com.
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.
For further information on Yorkton, please contact:
Ben Lui
President and Chief Executive Officer
Tel: (780) 409-8228 (Ext. 222)
Email: [email protected]
Forward-Looking Information
This press release may include forward-looking information within the meaning of Canadian securities legislation concerning the business of Yorkton. Forward-looking information is based on certain key expectations and assumptions made by the management of Yorkton. Although Yorkton believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Yorkton can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. Yorkton disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable securities laws or any state of the United States and may not be offered or sold in the United States or to the account or benefit of a person in the United States absent an exemption from the registration requirements
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