|By Marketwired .||
|January 13, 2014 06:51 PM EST||
BURLINGTON, ONTARIO -- (Marketwired) -- 01/13/14 -- Following closing on its Strathroy asset, Tempus Capital Inc. ("Tempus") announces it has engaged Mackie Research Capital Corporation ("MRCC") to act as lead agent and sole book-runner in respect of a contemplated $1,500,000 equity offering (the "Offering").
The Offering will consist of Common Share Units (each, a "Unit") of Tempus at a price of $0.10 (ten cents) per Unit. Each Unit shall consist of one (1) Tempus common share ("Common Share") and one (1) Common Share purchase warrant to purchase an additional Common Share at a price of $0.12 (the "Warrant") for a period of twelve (12) months from closing. Closing is anticipated to take place on or before January 31, 2014. Use of proceeds is for working capital, asset acquisition and to retire certain short term bridge financing. A hold period of 4 months from closing will apply to the Common Shares.
Tempus will pay to MRCC a cash commission of 10% of the gross proceeds of the Offering and broker options ("Broker Options") equal to 10% of the number of Units issued by Tempus with respect to the Offering. These fees will each be reduced to 4% for Tempus' President's List, which List is limited to a maximum of $500,000. Each Broker Option carries the right to purchase one Unit for a period of twelve (12) months from closing. Mackie will pay fees of 8% and 8% to any other participating registrant.
The transactions contemplated above are subject to regulatory approval.
The Strathroy Acquisition
The Strathroy asset is a highly-trafficked commercial/retail plaza in southwestern Ontario, and is a very good example of Tempus' acquisition metrics. Tenants include BDO Financial Services LLP, Staples Canada Inc., Dollar Tree Canada and Dominos Pizza. In addition to strong cash flow from the property, as-yet untenanted new construction of 4,000 sq.ft. provides a low-risk opportunity to increase Net Operating Income.
Tempus is executing its business strategy, and is now in negotiations to acquire various other properties outside of the Greater Toronto Area.
Tempus also continues with its normal course due diligence review of the privately-held assets identified in its April 23, 2013 press release, for which the purchase price is $100,003,136.
Letter of Intent with Panda
Tempus also is continuing with its previously announced Letter of Intent dated December 5, 2013 with Panda Capital Inc. ("Panda") whereby Panda will acquire all of Tempus' common shares in exchange for Panda common shares (the "Proposed Transaction"). Panda is a Capital Pool Company whose shares are currently listed on the NEX division of the TSXV. The Proposed Transaction is intended to be Panda's Qualifying Transaction pursuant to TSXV policies and is subject to regulatory approval.
Tempus is a reporting issuer in British Columbia, Ontario and Alberta. None of Tempus` securities trade through any stock exchange or quotation facility.
On behalf of the board of directors
Tempus Capital Inc.
Russell Tanz, President and CEO
This press release may contain certain forward-looking statements, which reflect Management's expectations regarding the Company's completion of the proposed Portfolio acquisition and the anticipated closing date thereof constitute forward-looking statements. Whenever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Tempus cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Tempus assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause Tempus' actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. No regulator nor any Regulation Services accepts responsibility for the adequacy or accuracy of this press release. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.
Tempus Capital Inc.
President and CEO