|By Marketwired .||
|December 12, 2013 03:34 PM EST||
CALGARY, ALBERTA -- (Marketwired) -- 12/12/13 -- Builders Capital Mortgage Corp. (the "Corporation") is pleased to announce that it has closed its initial public offering of 1,379,395 subscription receipts ("Subscription Receipts") at a price of $10.00 per Subscription Receipt (the "Offering Price"), for gross proceeds of $13,793,950 (the "Offering"). Each Subscription Receipt will entitle the holder to receive, for no additional consideration and without further action, one Class A non-voting share ("Class A Non-Voting Share") in the capital of the Corporation upon the closing of the acquisition (the "Initial Portfolio Acquisition") by the Corporation of certain portfolios of mortgages currently owned by two privately-held entities, Builders Capital Mortgage Investment Corp. ("BCMIC") and Builder's Capital Inc. ("BCI").
The Corporation's management and board of directors look forward to completion of the Initial Portfolio Acquisition, which they believe will represent a solid core of assets expected to springboard the Corporation into revenue-generating liquid mortgages capable of reaching the Corporation's intended dividend targets. Management continues to maintain the opinion that the market for well-structured short term construction financing is robust and expects this trend to continue in the near term.
MGI Securities Inc., Mackie Research Capital Corporation, Macquarie Private Wealth Inc., Burgeonvest Bick Securities Limited, Industrial Alliance Securities Inc., Leede Financial Markets Inc. and PI Financial Corp. acted as agents for the Offering (collectively, the "Agents").
The gross proceeds of the Offering (the "Escrowed Funds") have been deposited into escrow with Valiant Trust Company, as escrow agent, and will be released to the Corporation (net of the Agents' fees) upon notice to the escrow agent that all of the conditions to the completion of the Initial Portfolio Acquisition have been satisfied and that the parties are able to complete the Initial Portfolio Acquisition in all material respects in accordance with the acquisition agreement dated October 24, 2013 among the Corporation, BCMIC and BCI (the "Initial Portfolio Acquisition Agreement"), as publicly disclosed, without material amendment or waiver adverse to the Corporation but for the payment of the purchase price. Closing of the Initial Portfolio Acquisition is expected to occur later this week or on or about December 19, 2013.
In the event that: (i) the closing of the Initial Portfolio Acquisition does not occur by 5:00 p.m. (Calgary time) on December 19, 2013 or such other date not later than December 30, 2013 (the "Termination Time"); (ii) the Initial Portfolio Acquisition is terminated in accordance with the terms of the Initial Portfolio Acquisition Agreement at any earlier time; (iii) a party to the Initial Portfolio Acquisition has disclosed to the public that it does not intend to proceed with the Initial Portfolio Acquisition; (iv) the Corporation has advised the Agents that it does not intend to proceed with the Initial Portfolio Acquisition; or (v) the listing requirements of the TSX Venture Exchange ("TSXV") are not satisfied at or prior to the Termination Time, then the Escrowed Funds, together with accrued interest earned thereon, will be returned to the holders of the Subscription Receipts.
The TSXV has conditionally accepted the listing of the Class A Non-Voting Shares issuable pursuant to the Subscription Receipts for listing under the symbol "BCF". Listing is subject to the Corporation fulfilling all of the requirements of the TSXV.
This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of Canadian securities laws. The words "expect", "anticipate", "believe", "estimate", "may", "will", "should", "intend", "forecast", "plan", and similar expressions are used to identify forward looking information. Specific forward-looking statements in this press release include information relating to completion of the Initial Portfolio Acquisition, satisfaction of the escrow release conditions and satisfaction of the listing conditions of the TSXV, and the timing thereof, the Corporation's ability to pay dividends and the market for construction financing.
Readers are cautioned not to place undue reliance on forward-looking information. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties that contribute to the possibility that the predicted outcome will not occur, including some of which are beyond the Corporation's control. These assumptions and risks include, but are not limited to: risks associated with mortgage lending, dependence on the Corporation's manager, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, the ability to access sufficient capital from internal and external sources and changes in applicable law. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. See the Corporation's final prospectus dated October 25, 2013, available on SEDAR at www.sedar.com, for further description of the risks and uncertainties associated with the Corporation's business. The Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable law.
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.
Builders Capital Mortgage Corp.
Chief Financial Officer
Builders Capital Mortgage Corp.
Suite 405, 1210 - 8th Street SW
Calgary, Alberta T2R 1L3