TORONTO, ONTARIO--(Marketwire - Aug. 24, 2012) - NorRock Realty Finance Corporation ("NorRock" or the "Corporation") (TSX VENTURE:RF.H) announces the release of its financial statements and management report of fund performance ("MRFP") for the six month period ended June 30, 2012. All capitalized terms used and not defined in this press release have the meaning given to them in the MRFP.
The Corporation reports the following operational and financial highlights.
First Half 2012 Review and Outlook
On February 1, 2012, NorRock completed the sale to Partners Real Estate Investment Trust ("Partners REIT") (TSX:PAR.UN) of substantially all of its assets consisting of cash, cash equivalents, mortgages and other assets in exchange for the issuance of Partners REIT units, contingent value rights to acquire Partners REIT units, and cash.
As a result of the asset sale to Partners REIT, NorRock substantially discontinued its business and subsequently, did not meet the original listing requirements of the Toronto Stock Exchange ("TSX"). The NorRock Preferred shares were cancelled on February 1, 2012 pursuant to the transaction with Partners REIT. The NorRock Class A shares were voluntarily delisted from TSX at the close of business on March 2, 2012 and were listed for trading on NEX at the opening of the markets on March 5, 2012 with the trading symbol RF.H. NEX is a separate board of the TSX Venture Exchange ("TSX-V") that provides a trading forum for listed companies that have low levels of business activity or have ceased to carry on an active business. Only companies that were formerly listed on TSX or TSX-V are eligible to list on NEX. NEX companies are subject to the same disclosure standards as all Canadian public companies and trading on NEX takes place on the same fully electronic system used by TSX-V and is governed by the same trading rules.
The Class A share distribution was suspended effective March 31, 2011 and will remain suspended until such time as the board of directors of the Corporation has determined that it is economically feasible to pay distributions.
On June 15, 2012, NorRock completed a TSX-V approved, non-brokered private placement offering for aggregate gross proceeds of $500,000 by issuing 2,000,000 Class A shares at a price of $0.25 per share. The gross proceeds from the private placement are used for working capital and general corporate purposes.
NorRock's board of directors and management will explore options which they believe will be in the best interests of NorRock and its shareholders. Any proposed transaction will be subject to receipt of all necessary regulatory approvals. The business of NorRock may remain in the commercial real estate lending industry or be in a different industry.
Update on the Manager
On February 1, 2012 the Corporation entered into an updated Management Agreement with NorRock Realty Management Services Ltd. (the "Manager") and Green Tree Capital Management Corp. (the "Management Agreement") and Investment Advisor Agreement with NorRock Realty Management Services Ltd. (the "Investment Advisor") (the "Investment Advisor Agreement"). These agreements were submitted to the NEX for review and the NEX had no objections to the aforementioned agreements. Details regarding and copies of these agreements can be found on SEDAR (www.sedar.com) under the company name NorRock Realty Finance Corporation.
Net Asset Value
The net book value per Class A Share under Canadian Generally Accepted Accounting Principles ("GAAP") as at June 30, 2012 was $0.46. In accordance with National Instrument 81-106 - Investment Fund Continuous Disclosure ("NI 81-106") requirements under the heading "Canadian GAAP to NI 81-106 NAV Differences", NAV at June 30, 2012 was $0.46.
For detailed information on financial results please refer to the Corporation's financial statements and management report of fund performance for the period ending June 30, 2012 available under the Corporation's profile on SEDAR (www.sedar.com).
The Corporation is a mutual fund corporation under the Income Tax Act (Canada), incorporated under the laws of Ontario. The Corporation was created to obtain exposure to the investment performance of an actively managed portfolio of secured loans and investments in the Canadian commercial real estate sector on a tax-efficient basis. The Manager is a wholly-owned subsidiary of Green Tree Capital Management Corp., an Ontario based private holding company.
Certain statements included in this news release constitute forward-looking statements including statements identified by the words "plan", "will" and "intend", and similar expressions or the negative thereof. The forward-looking statements are not historical facts but reflect the Corporation's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Readers are cautioned not to place undue reliance on forward-looking information. The Corporation undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information except as required by law.
Neither TSX Venture Exchange nor its Regulator Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.