Toronto, Ontario–(Newsfile Corp. – December 22, 2020) – Value Capital Trust (TSXV: VLU.P) (“Value“), a Capital Pool Company as defined under the Policies of the TSX Venture Exchange (the “TSXV“), and AIP Yield Fund LP (“AIPYF“) are pleased to announce that they have entered into a letter of intent dated December 18, 2020 (the “LOI“), which outlines the terms and conditions pursuant to which Value and AIPYF will complete a transaction that will result in a reverse take-over of Value by AIPYF (the “Proposed Transaction“). The Proposed Transaction will be an arm’s length transaction, and, if completed, will constitute Value’s “Qualifying Transaction” (as such term is defined in TSXV Policy 2.4).

Value

Value was organized as a valid trust formed under the laws of the Province of Alberta by a Declaration of Trust on March 16, 2017, as amended and restated on April 30, 2017, and has a head office in Calgary, Alberta. The units of Value (“Value Units“) are currently listed on the TSXV and Value is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Value currently has 11,600,000 Value Units issued and outstanding as well as options exercisable for 1,021,180 Value Units.

AIPYF

AIPYF is a limited partnership organized under the Limited Partnerships Act (Ontario) as of March 14, 2019 and has a head office in Toronto, Ontario. AIPYF finances the construction of, acquires and manages light industrial flex multi-tenant properties being developed across North America. AIPYF holds the exclusive rights to purchase all completed AllTrades Industrial Properties, Inc. (“AllTrades“) properties being developed across North America, including six facilities under development in the Dallas Fort Worth, Texas submarkets with a projected completion value of approximately US$81,000,000.

Proposed Transaction Summary

It is currently anticipated that the Proposed Transaction will be completed by way of a three-cornered amalgamation or other similarly structured transaction whereby a subsidiary of Value Capital and AIPYF will amalgamate, such transaction structure subject to corporate, securities and tax advice of each of Value Capital and AIPYF. Pursuant to the Proposed Transaction, Value has agreed to acquire, directly or indirectly, all 100,000 issued and outstanding AIPYF Units and purchase all the assets of AIP Eagle Court, LLC at a price of US$5,500,000 for a combination of cash and assumption of the permanent mortgage.

It is anticipated that the issuer resulting from the Proposed Transaction (the “Resulting Issuer“) will list as a Tier 1 Real Estate Issuer on the TSXV. In order to align the value of the Value Units with the value per AIPYF Unit at which the Proposed Transaction will be completed, it is anticipated that Value will consolidate the Value Units on the basis of one post-consolidation Value Unit for each 30 existing Value Units (the “Consolidation“). The Value Units will have an implied valuation of US$0.125 per unit on a pre-Consolidation basis in accordance with the terms of the Proposed Transaction. Outstanding convertible securities of Value will be correspondingly adjusted and will be convertible into units of the Resulting Issuer following closing.

Pursuant to the Proposed Transaction, holders of AIPYF Units will receive one unit of the Resulting Issuer on a post-Consolidation basis (each, a “Resulting Issuer Unit“) for each AIPYF Unit held, with an implied valuation of US$3.75 per AIPYF Unit so exchanged.

The LOI was negotiated at arm’s length and is effective as of December 18, 2020, and the Proposed Transaction is expected to close on or before March 1, 2021, or such other date as Value and AIPYF may mutually agree. Upon completion of the Proposed Transaction, Value will convert to reporting in US currency.

Bridge Loan and Break Fee

In accordance with the terms of the LOI, Value will apply for TSXV approval in respect of a bridge loan in the amount of C$225,000 proposed to be provided to AIPYF in accordance with TSXV Policy 2.4 (the “Bridge Loan“). In the event that the Proposed Transaction is not completed, the LOI provides that AIPYF will pay Value the amount of C$50,000 as a broken deal fee. AIP Eagle Court, LLC, the sole owner of the completed AllTrades Eagle Court Lewisville, Texas facility and AllTrades will provide a signature guarantee to Value for the combined amount of C$275,000 to cover the repayment of the Bridge Loan and the broken deal fee.

Private Placement

In connection with and as a condition to the Proposed Transaction, AIPYF intends to complete an equity financing of AIPYF Units in connection with a majority arm’s length private placement to be completed prior to the closing of the Proposed Transaction (the “Private Placement“), which Private Placement will be completed on terms determined by AIPYF, provided that the Private Placement is completed in accordance with Section 4.2(h) of TSXV Policy 5.4 to provide value for AIPYF. Further details in relation to the Private Placement will be provided by in a subsequent news release.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with the policies of the TSXV. It is expected that Value will apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV.

Trading Halt

Trading in the Value Units will remain halted until such time as the Proposed Transaction is completed.

Additional Information

The Proposed Transaction, the Private Placement and the Bridge Loan are each subject to the applicable parties entering into definitive documentation to be negotiated between the parties, which will supersede the LOI. Completion of the Proposed Transaction, the Private Placement and the Bridge Loan will be subject to a number of conditions, including but not limited to, satisfactory due diligence and receipt of all director/trustee, unitholder/shareholder and regulatory approvals, including TSXV approval, as may be applicable.

APIYF is represented by Cassels Brock & Blackwell LLP. Borden Ladner Gervais LLP acts as legal counsel to Value.

There can be no assurance that the Proposed Transaction, the Private Placement or the Bridge Loan will be completed as currently proposed or at all. If and when definitive documentation is executed for the Proposed Transaction, Private Placement or the Bridge Loan, Value will issue subsequent press releases in accordance with the policies of the TSXV containing applicable details including information relating to sponsorship, summary financial information in respect of AIPYF, and to the extent not contained in this press release, additional information with respect to the Private Placement, history of AIPYF and the proposed trustees, officers, and insiders of the Resulting Issuer upon completion of the Proposed Transaction.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the business of AIPYF and the Resulting Issuer, the proposed Private Placement; the Bridge Loan; the listing of the Resulting Issuer Units on the TSXV; unitholder/shareholder, director/trustee and regulatory approvals, including TSXV approval; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive unitholder/shareholder, director/trustee or regulatory approvals. There can be no assurance that such 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 the forward-looking statements and information contained in this press release. All information in relation to AIPYF has been provided by management of AIPYF and has not been independently verified by Value, and Value is not responsible for any information related thereto. Except as required by law, Value assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. Neither TSXV nor its Regulation Services Provider (as that term is defined in the Policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

For further information:

AIP Yield Fund LP Value Capital Trust

Leslie Wulf
Director
Email: [email protected]

Nathan Smith
Trustee
[email protected]

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority unitholder/shareholder approval. Where applicable, the Proposed Transaction cannot close until the required unitholder/shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or joint management information circular of Value and AIPYF to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Value should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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OR FOR DISSEMINATION IN THE UNITED STATES

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