Trenchant Advances Funds to Hillcore for Second Project

June 29, 2017 8:26 PM EDT | Source: Trenchant Capital Corp.

Toronto, Ontario--(Newsfile Corp. - June 29, 2017) - Trenchant Capital Corp. (TSXV: TCC) (the "Company") is pleased to announce that it has advanced the sum of $1,500,000 from its treasury funds to 10164950 Canada Ltd., a company controlled by the Hillcore Group ("Hillcore"), as an advance (the "Advance") on a second investment transaction with the Hillcore Group (the "Second Investment"), the terms of which are currently being negotiated.

In the event that the parties do not agree to terms for the Second Investment, or the Second Investment does not close by September 29, 2017, Hillcore and the Company have agreed to invest the Advance into Waiward Investments Limited Partnership ("WILP") in a sidecar loan on the terms described below.

The Company, through its subsidiary, 0960128 B.C. Ltd. (the "Lender"), has previously loaned a total of $7,010,000 (the "Waiward Investment") to WILP pursuant to the terms of a loan agreement dated March 2, 2017, as amended (the "Loan Agreement"), between WILP and the Lender. WILP is a limited partnership related to Hillcore. The Waiward Investment is secured by WILP's indirect equity interest in Waiward Steel Limited Partnership ("Waiward Steel"), one of Canada's largest steel fabricators and erectors.

In business for over 40 years, Waiward Steel is an industry-leading provider of construction, engineering and drafting services. Using a multi-disciplinary approach and managing strategic partnerships across Canada, Waiward Steel adds value to projects from conception to completion. Based in Edmonton, Alberta, Waiward Steel operates one of Canada's largest steel fabrication facilities, with over 200,000 square feet of fabrication space and the ability to produce up to 1,000 tons per week. With over 600 employees, Waiward Steel has been named one of Canada's Top 50 Best Managed Companies every year since 2005. Waiward Steel serves multiple sectors across Western Canada and around the world. For more details on Waiward Steel's operations see www.waiward.com.

The Company has agreed to keep the identity of the target for the Second Investment confidential until such time as terms are finalized and agreed. The Advance is repayable in 90 days, is unsecured and does not bear interest. In the event that the parties do not agree to terms for the Second Investment, or the Second Investment does not close by September 29, 2017, Hillcore and the Company have agreed to invest some or all of the Advance in WILP (the "Sidecar Loan"). The Sidecar Loan will have a maturity date of June 29, 2018, bear interest at the rate of 12.5% per annum, payable in cash at maturity, and be secured by the same security package as, but subordinated to, monies advanced under the Loan Agreement. No commission or origination fees will be payable in respect of the Sidecar Loan.

There is no guarantee that the Company will be able to negotiate terms acceptable to it, or that the Second Investment will close.

Hillcore Strategic Alliance

The Company has entered into a strategic alliance with Hillcore that grants the Company rights of first negotiation to provide special situation debt financing to Hillcore's pipeline of current and future private equity investments. The Company expects that such financings may include secondary, subordinated, mezzanine or non-traditional debt, asset backed securities and back-leveraged/holdco debt. The Company has also been granted certain back-in and tag along negotiation rights, as well as negotiation rights, for capital market transactions with respect to projects for which the Company has provided financing. HCG5 Investment Limited Partnership ("HCG5"), a limited partnership related to Hillcore, holds approximately 17.3% of the issued and outstanding Common Shares.

MI 61-101 Disclosure

The Advance constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which requires that the Company, in the absence of exemptions, obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The Company is relying on the exemptions in Sections 5.5(e) and 5.7(c) of MI 61-101 as the Advance has been approved by Eric Boehnke, a director of the Company who is not an interested party to the Advance and who owns 4,955,793 Common Shares, representing 43.0% of the Company's issued and outstanding Common Shares. The Company did not file a material change report more than 21 days before making the Advance as the Company determined to make the Advance on an expedited basis.

About the Company

The Company aims to become a diversified investment and venture capital firm with a focus on providing special situation debt financing to established companies with a proven track record. The Company expects to benefit from its strategic alliance with Hillcore, a leading independent Canadian investment and advisory firm, that grants the Company rights of first negotiation to provide financing and management services to Hillcore's pipeline of current and future private equity investments.

About the Hillcore Group

Hillcore is a leading independent Canadian investment and advisory firm that invests predominantly in the life sciences, real estate, seniors living, financial, industrial and energy sectors. With offices in Toronto, Vancouver, Calgary and Montreal, Hillcore employs approximately 2,500 people throughout Canada across its various groups and portfolio companies. Entities under management by Hillcore had an asset value in excess of $4.4 billion as of December 31, 2015.

ON BEHALF OF THE BOARD

TRENCHANT CAPITAL CORP.

Per: "Eric Boehnke"      
Eric Boehnke, CEO

For further information, please contact:

Trenchant Capital Corp.
Eric Boehnke, CEO
Phone: (604) 307-4274

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 news release.

Disclaimer for Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include statements regarding the proposed business and operations of the Company following completion of the Waiward Investment, the Advance and the Sidecar Loan. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause 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: the Company and Hillcore being unable to agree on terms for the Second Investment; general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and other risks outside of the Company's control. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except as required by applicable laws, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

info