|By Marketwired .||
|May 12, 2014 02:10 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 05/12/14 -- Kingsway Arms Retirement Residences Inc. (TSX VENTURE: KWA) (the "Company" or "Kingsway") provides the following update:
1. The Company has filed today on SEDAR its quarterly financial statements, together with Management Discussion and Analysis for the three months ended March 31, 2014. 2. The Company announces today that it has entered into a binding purchase and sale agreement (together with an amending agreement) with Seasons Retirement Communities ("Seasons") whereby Kingsway has agreed to sell the Clarington Retirement Residence ("Clarington") to Seasons. The transaction is scheduled to close on May 30, 2014 ("the Closing Date"). In December, 2013, the Company engaged the services of an independent licensed real estate brokerage firm (the "Agent") to solicit bids for Clarington. The marketing of the property commenced in January, 2014. A letter of intent with Seasons was executed on February 25, 2014 and a purchase and sale agreement was executed on March 21, 2014; however, the purchase and sale agreement was subject to satisfactory completion of due diligence by Seasons at its sole discretion. On May 6, 2014, the Company and Seasons entered into an amending agreement to the purchase and sale agreement, whereby Seasons waived its due diligence conditions, and placed a non-refundable deposit in trust with the Company's counsel. The purchase price for Clarington is $27.345 million, payable in cash at the Closing Date. The Company will utilize the funds received at the Closing Date to fully discharge the outstanding mortgage obligations on Clarington at the Closing Date and will utilize the remaining funds for working capital purposes. The fees for the Agent will be approximately 2% of the purchase price. Promptly following the Closing Date, the Company will issue a further press release confirming the closing of the transaction and file the material agreements on SEDAR.
About Kingsway Arms Retirement Residences Inc.:
Kingsway is the owner of senior housing facilities located in Aurora, Ontario and in Clarington, Ontario. The Corporation continues to actively pursue the acquisition and development of additional senior housing facilities in order to grow the Company's portfolio of properties.
Safe Harbor Statement:
This press release contains forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. In particular, factors that could cause actual results to differ materially from those in forward-looking statements include: our inability to obtain additional financing on acceptable terms; risk that our facilities will not gain widespread market acceptance; inability to compete with others who provide comparable facilities. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements. When used in this document, the words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions may be used to identify forward-looking statements.
This press release is not an offer of securities for sale in the United States. The securities of the Corporation referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities of the Corporation may not be offered or sold in the United States absent registration or an exemption from registration.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.
Kingsway Arms Retirement Residences Inc.
Mr. Dan Amadori
Chair, Board of Directors