0944460 B.C. Ltd. (Formerly Called Day4 Energy Inc.) Enters Purchase Agreement and Declares Dividend
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 13, 2012) - 0944460 B.C. Ltd. (formerly called Day4 Energy Inc.) ("094" or the "Corporation") reports that the Corporation has today entered into a purchase agreement (the "Agreement") among the Corporation, Onni 7771 Alderbridge A-Holdings Ltd., Onni 7731 Alderbridge A-Holdings Ltd., RMG Westwood Street Holdings Ltd. and Day4 Energy Group Inc. whereby the Corporation has acquired certain limited partnership interests in limited partnerships that hold certain real estate assets for a purchase price of approximately $4.75 million.
The purchase price was satisfied by the issuance of 11,750,000 voting common shares without par value ("Common Shares") and 27,500,000,000 class A non-voting shares without par value in the capital of the Corporation.
In connection with the Agreement, the directors of the Corporation have declared three cash dividends to common shareholders of record on November 12, 2012. The first dividend is a cash dividend in the aggregate amount of approximately $3.38 million, subject to adjustments for net working capital and will be paid within 10 business days after the amount of net working capital has been determined. The amount of the second dividend, if any, will be an aggregate amount of up to approximately $1.1 million and will be determined upon resolution of certain outstanding escrow and tax matters and will be payable 10 business days after resolution of such escrow and tax matters. The amount of the third dividend, if any, will be an aggregate amount of up to approximately $258,000.00 and will be determined upon resolution of certain outstanding tax matters and will be payable 10 business days after resolution of such tax matters.
The Corporation will now carry on the business of real estate development and property management. The timing for the commencement and completion of real estate development projects acquired by the Corporation, as noted in the transaction above, will be dependent on a number of factors, including but not limited to general market conditions and availability of financing. It is the Corporation's vision and strategic plan to build a real estate portfolio by identifying real estate opportunities and obtain financing to acquire these opportunities whereby management can maximize shareholder value.
Following closing of the transaction, James Topham and Wolfgang Hengst resigned as directors. The Corporation would like to thank Mr. Topham and Mr. Hengst for their time with and contributions to the Corporation and wishes each of them the best in their future endeavours.
George Rubin resigned as President and CEO but will remain as a director. Doug Keast will remain as Chief Financial Officer during a transition period.
The Corporation has appointed Sam Parrotta and Peter Pagnan as directors of the Corporation. In addition, the Corporation has appointed Sam Parrotta as Chief Executive Officer.
This news release contains forward-looking statements that relate to, among other things, the Corporation's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates. These forward-looking statements include statements relating to the Corporation's intention to pay dividends. These forward looking statements are based on certain assumptions, including available financial resources and are subject to risks, uncertainties and other factors which may cause results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, and undue reliance should not be placed on such statements.
The forward-looking statements made in this news release relate only to events or information as of the date on which the statements are made. Except as required by law, the Corporation undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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0944460 B.C. Ltd.
Chief Executive Officer