NorRock Realty Finance Corporation
On February 1, 2012, NorRock Realty Finance Corporation (“NorRock”) announced the closing of the previously announced acquisition by Partners Real Estate Investment Trust (“Partners REIT”) of substantially all the assets of NorRock, consisting of cash, cash equivalents, mortgages and other assets from NorRock in exchange for the issuance of Partners REIT units, certain rights to acquire Partners REIT units and cash. The transaction (the “Transaction”) was carried out by NorRock as a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario) (“OBCA”).
On February 1, 2012, NorRock preferred shares (Series I) were cancelled as part of the closing of the Partners Real Estate Investment Trust Partners transaction.
On March 5, 2012, NorRock’s Class A shares were listed for trading on NEX under the trading symbol RF.H.
Board of Directors
On June 12, 2012, Mr. David Prussky joined the board as Director and Chairman. The current members of the Board of Directors are: Mr. David Prussky, Ms. Jane Davis, Mr. Norman McPhedran, and Ms. Jacquie Boddaert.
IRC ("Independent Review Committee)
The current members of the IRC("Independent Review Committee") are: Ms. Jane Davis remains as Chair, Mr. Michael Boyd and Mr. Norman McPhedran.
Non-brokered private placement
On June 15, 2012, NorRock completed a non-brokered private offering for aggregate gross proceeds of $500,000 comprised of 2,000,000 Class A shares bringing the total number of outstanding Class A shares to 4,924,160. The private placement received approval from TSX Venture Exchange. The gross proceeds from the private placement were used for working capital and general corporate purposes
Reactivation Transaction
NorRock has entered into two letters of intent for the acquisition of certain real estate and securities assets. NorRock has entered into a letter of intent with IGW Industrial GP Inc. (“IGW Industrial”) to acquire a commercial property (the “LaSalle Acquisition”) known municipally as 695, 795 and 999 - 90th Avenue, Montreal (Borough of LaSalle), Quebec, and legally described as Lot number 1 450 091 of the cadastre of Quebec, Registration division of Montreal (the “LaSalle Property”).
NorRock has entered into a second letter of intent with IGW Segregated Debt 1 Limited Partnership (“IGW Seg Debt 1”) and IGW Segregated Debt 2 Limited Partnership (“IGW Seg Debt 2”) to acquire indirectly a portfolio of securities (the “Securities Portfolio”) (the “Portfolio Acquisition”).
The LaSalle Acquisition, together with the Portfolio Acquisition, are intended to constitute a reactivation transaction (the “Reactivation Transaction”) of NorRock to enable it to list on the TSX Venture Exchange. The Reactivation Transaction will constitute a reverse takeover transaction (“RTO”) as defined in Policy 5.2 of the Corporate Finance Manual of the TSX Venture Exchange.
The Reactivation Transaction is conditional upon, among other things, receiving all necessary regulatory and third party approvals and authorizations, the receipt of an independent valuation of the LaSalle Property and the Securities Portfolio, approval by the shareholders of NorRock, confirmation of no material adverse change having occurred to the LaSalle Property and the Securities Portfolio prior to close, the completion of definitive agreements setting forth the terms and conditions for the closing of the LaSalle Acquisition and the Portfolio Acquisition, the completion of due diligence satisfactory to each party, and the completion of a sponsorship report satisfactory to the TSX Venture Exchange (or waiver by the Exchange of that requirement).
Business Plan
Following closing of the Reactivation Transaction, it is NorRock’s intention to change its
business focus from being a secured lender in the commercial real estate industry to carrying on business as a merchant bank focused on creating value for shareholders by making investments in undervalued assets in various industry sectors.