TORONTO, ONTARIO--(CCNMatthews - July 17, 2006) - SCOSS Capital Corp. (TSX VENTURE:SCP) announced today the available details with respect to the private placement first announced in the Corporation's June 14, 2006 press release. The private placement will be completed in mid to late August 2006, prior to the closing of the Corporation's previously announced acquisitions of additional self-storage properties. The Corporation applied to the TSX Venture Exchange for price protection in respect of the private placement for a maximum amount of $65 million and a price of $1.00 per common share or, as described below, per unit of the REIT.
At a special meeting of the shareholders of the Corporation scheduled for July 25, 2006, shareholders will be asked to approve the conversion of the Corporation into a real estate investment trust (the "REIT") by way of a plan of arrangement. The plan of arrangement generally contemplates that common shares of the Corporation will be exchanged, on a one-for-one basis, for units of the REIT or securities exchangeable for units of the REIT. If the conversion is approved, it is expected to be completed prior to the closing of the private placement, in which case the securities issued under the private placement will be trust units of the REIT.
The Corporation has engaged Canaccord Capital Corporation to act as agent in connection with the private placement. Pursuant to the terms of its engagement, the agent will be paid a commission of 6% of the gross proceeds of the private placement on closing.
SCOSS Capital Corp.
The Corporation currently operates and owns two self-storage properties located in Toronto, Ontario. Together with its proposed acquisitions of three, seven and six self-storage properties previously announced on June 12, 2006, June 14, 2006 and July 4, 2006, respectively, the Corporation has announced conditional agreements to acquire self-storage properties with an aggregate value of approximately $126.3 million. Each of these acquisitions remains subject to numerous conditions.
SCOSS intends to continue to grow its business through investments in and acquisitions of additional self-storage properties and ancillary businesses. The common shares of the Corporation are listed on the TSX Venture Exchange.
Forward-Looking Information
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete the announced acquisitions and the private placement, to grow the business of the Corporation and to convert the Corporation to a real estate investment trust with the approval of the shareholders. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Corporation to obtain necessary financing, satisfy conditions under the acquisition agreements, or satisfy any requirements of the TSX Venture Exchange with respect to the acquisitions, the private placement or the conversion; the level of activity in the self-storage business and the economy generally; consumer interest in the Corporation's services and products; competition; and anticipated and unanticipated costs. While the Corporation anticipates that subsequent events and developments may cause the Corporation's views to change, the Corporation specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Corporation's views as of any date subsequent to the date of this press release. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Additional factors are noted under "Risk Factors" in the Corporation's Filing Statement dated May 18, 2006 and Management Information Circular dated June 30, 2006, copies of which may be obtained on the SEDAR website at www.sedar.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
SCOSS Capital Corp.
T. James Tadeson
Chief Executive Officer
(416) 867-9705
