TORONTO, April 20 /CNW/ - (TSXV: SCP.P) SCOSS Capital Corp, a capital pool company listed on the TSX Venture Exchange, announced today that it has satisfied the conditions to resume trading of its shares on the TSX Venture Exchange following the announcement of its proposed qualifying transaction. Shares of SCOSS will resume trading at market opening on Friday, April 21, 2006. As previously announced, SCOSS has agreed to acquire two self-storage properties located at 375 Middlefield Road and 345 Danforth Road, Toronto for an aggregate purchase price of $8.05 million (subject to customary adjustments). The acquisition is intended to serve as the Corporation's Qualifying Transaction pursuant to the policies of the TSX Venture Exchange. The TSX Venture Exchange is continuing to review the proposed acquisition, which remains subject to its approval. In order to finance a portion of the purchase price, SCOSS intends to conduct a private placement of up to 9 million common shares at a price of $0.50 per common share for gross proceeds of up to $4.5 million. Canaccord Capital Corporation has agreed to act as agent under the Offering, on a best efforts basis, and will be paid a commission in an amount equal to 6% of the gross proceeds of the private placement. Certain insiders of the Corporation are expected to purchase, in the aggregate, less than 25% of the common shares sold under the private placement. It is intended that the balance of the purchase price will be funded out of a secured bank financing. SCOSS Capital Corp. SCOSS is a capital pool company listed on the TSX Venture Exchange. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than cash. This press release is not an offer of securities for sale in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities may not be offered or sold in the United States absent registration or an exemption from registration. This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. 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 acquisition, the private placement, the secured financing and the Qualifying Transaction of the Corporation. 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 agreement; satisfy the requirements of the TSX Venture Exchange with respect to the acquisition, the private placement, the secured financing or the Qualifying Transaction; 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 initial public offering prospectus dated March 14, 2006, a copy of which may be obtained on the SEDAR website at www.sedar.com. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
