Parkit To Acquire Three Industrial Assets For $40.3 Million
Toronto, Ontario — April 25, 2022 – Parkit Enterprise Inc. (TSXV: PKT) (“Parkit”), has agreed to acquire three industrial assets from three vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $40,280,000, subject to customary adjustments (the “Acquisitions”). Two of the Acquisitions are arm’s length and one is non-arm’s length with SRS Realty Group Inc. (“SRS”), a company wholly owned by Steven Scott, a director and chair of Parkit, as the Vendor (the “Related Party Acquisition”). It is anticipated that the Acquisitions will close in Q2 2022.
The Acquisitions total 139,704 square feet on 13.8 acres of land in Burlington and Ottawa, Ontario.
Purchase Price and Payment
The aggregate purchase price for the arm’s length Acquisitions is $23,780,000, subject to adjustments, and is payable by the assumption of a mortgages and new mortgage financing of up to $11,400,000 with the remainder of the aggregate purchase price being paid with funds on hand.
The aggregate purchase price for the non-arm’s length Acquisition is $16,500,000, subject to adjustments, and is payable by the assumption of a mortgage of approximately $4,500,000, by the issuance of up to approximately $8,000,000 of Parkit common shares based on an agreed upon VWAP ending three days prior to closing, and the remainder of the aggregate purchase price being paid with funds on hand.
Iqbal Khan, CEO of Parkit, states, “These acquisitions continue Parkit’s momentum by adding three high quality assets to our core markets. The acquisitions provide in-place cash flows with the ability to expand on excess land.”
Conditions Precedent to the Acquisitions
The obligations of Parkit to complete the Acquisitions are subject to conditions including, but not limited to: satisfactory due diligence, mortgage assumption approvals and satisfactory environmental site assessment reports. The obligations of both Parkit and the Vendors to complete the closing of the Acquisitions are subject to the satisfaction of other customary closing conditions and include, for the Related Party Acquisition, acceptance of the TSX Venture Exchange (“TSXV”). None of the three Vendor group Acquisitions are conditional or contingent on the completion of the other Acquisitions.
Exemption from MI 61-101 and TSXV Policy 5.9
As SRS is a non-arm’s length party to Parkit, the Related Party Acquisition is considered a “related party transaction” under MI 61-101 – “Protection of Minority Security Holders in Special Transactions” and TSXV Policy 5.9. Parkit will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 and TSXV Policy 5.9, in respect of the Related Party Acquisition pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101, respectively.
There can be no assurance that the Acquisitions will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Acquisitions and has neither approved nor disapproved the contents of this news release. No new insiders will be created, nor will any change of control occur, as a result of the Acquisitions.
About Parkit Enterprise Inc.
Parkit is an industrial real estate platform focused on the acquisition, growth and management of strategically located industrial properties across key markets in Canada, with a focus on the Greater Toronto Area+ (“GTA+”), Ottawa and Montreal, to complement its parking assets across the United States. Parkit’s Common Shares are listed on TSX-V (Symbol: PKT).
For more information, please contact Mr. Carey Chow, Mr. Iqbal Khan or Mr. Steven Scott:
Contact Number: 1-888-627-9881
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.
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein is forward-looking information. In particular, this news release contains forward-looking information in relation to: statements regarding the proposed Acquisitions, including the closing and the timing thereof, the method of payment for the proposed Acquisitions, including the issuance of Parkit common shares, mortgage assumption and new mortgage financing, and the satisfaction of conditions in relation to the proposed Acquisitions, including TSXV acceptance of the Related Party Transaction; and Parkit’s strategy and focus regarding acquiring high-quality and strategically located industrial properties with a focus on the GTA+, Ottawa and Montreal. This forward-looking information reflects Parkit’s current beliefs and is based on information currently available to Parkit and on assumptions Parkit believes are reasonable. These assumptions include, but are not limited to: the completion of satisfactory due diligence by Parkit in relation to the proposed Acquisitions; execution of purchase agreements for certain of the proposed Acquisitions; the satisfactory fulfilment of all of the conditions precedent to the proposed Acquisitions including satisfactory due diligence, mortgage assumption approvals, obtaining estoppel certificates and satisfactory environmental site assessment reports; the receipt of all required approvals for the proposed Acquisitions, including TSXV acceptance and any board approvals or third party consents (including for mortgage assumptions); the issuance of Parkit common shares as disclosed above as part of the purchase price for certain of the proposed Acquisitions; market acceptance of the proposed Acquisitions; the receipt of, and accuracy of the value of, appraisals received for the proposed Acquisitions; the level of activity in the industrial real estate business and the economy generally; consumer interest in Parkit’s services and products; and Parkit’s continued response and ability to navigate the COVID-19 pandemic being consistent with, or better than, its ability and response to date. Forward-looking information is subject to known and unknown risks and uncertainties that may cause the actual results, performance or developments to differ materially from those contained in or implied by such forward-looking information. These risks, uncertainties, and factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board of directors, third party or regulatory approvals; the actual results of Parkit’s future operations; competition; changes in legislation, including environmental legislation, affecting Parkit; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place, social distancing and mandatory vaccination policies, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and the impact that the COVID-19 pandemic may have on Parkit which may include: a short-term delay in payments from customers, an increase in accounts receivable and an increase of losses on accounts receivable; decreased demand for the services that Parkit offers; and a deterioration of financial markets that could limit Parkit’s ability to obtain external financing. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Parkit’s disclosure documents on the SEDAR website at www.sedar.com. Although Parkit has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of risks, uncertainties and factors is not exhaustive. Accordingly, readers should not place undue reliance on forward-looking information. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Parkit as of the date of this news release and, accordingly, is subject to change after such date. However, Parkit expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.