As Jean-Guy Parent and Yves Maurais, two directors of the Corporation, control 9088-1327 Québec Inc., the owner of the Boucherville Property, and are trustees and beneficiaries of Fiducie Immobilière Chemin du Tremblay, the owner of the Longueuil Property, certain aspects of the Qualifying Transaction will constitute "related party transactions" under TSXV Policy 5.9 - protection of minority shareholders in special transactions and Regulation 61-101 respecting protection of minority security holders in special transactions (" Regulation 61-101") and therefore must be approved by the affirmative vote of a majority of minority of shareholders of the Corporation. Serge Riopel, one of the proposed trustees of Nobel REIT, is also a trustee and beneficiary of Fiducie Immobilière Chemin du Tremblay. In accordance with Regulation 61-101, a valuator has been retained to prepare an independent valuation of the Properties.
Sponsorship of a Qualifying Transaction is required by the TSXV unless exempt in accordance with TSXV policies. The Corporation is currently reviewing the requirements for sponsorship and intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV. However, there is no assurance that the Corporation will ultimately obtain this exemption. The Corporation intends to include any additional information regarding sponsorship in a subsequent press release.
Proposed Trustees and Executive Officers of Nobel REIT
Jean Teasdale - Chief Executive Officer and TrusteeJean Teasdale holds a Bachelor degree in Economy and Political Sciences from the University of Montreal and has over 30 years of experience in real estate development. Since September 2011, he has been President of Gestion JFALT Inc., a management consultancy. Since November 2011, he is also the President and Chief Executive Officer of the Manager. In addition, Jean Teasdale has worked on a part-time basis since January 2011 as a Vice-President at construction management company, Urbacon Ltée. Between 2003 and 2010, Jean Teasdale was Vice-President, Real Estate and Commercial Services at Aéroports de Montréal, where he oversaw a $100 million portfolio. From May 2000 to the end of 2002, he was Chief Executive Officer and Chairman of the Board of the Société de développement de la Zone de commerce international de Montréal à Mirabel. From September 2007 to September 2010, Jean Teasdale served as a Public Interest representative on the board of directors of CMA Canada, which represents leading strategic management accounting professionals. From June 2009 to June 2010, he also sat on the board of directors of CVTech Inc., a management company with subsidiaries that manufacture and sell continuously variable power transmission systems and related products for small vehicles. Jean is active with few charitable organizations and is currently member of the Board of "La Fondation des petits trésors". Bernard Grandmont - Trustee Bernard Grandmont is a Chartered Accountant and a business consultant with over 30 years of experience. Since 1990, he has been a partner with Raymond Chabot Grant Thornton, a firm comprised of chartered accountants and management consultants that remains active. He currently runs the largest office in the Montérégie region and has been in that position since 1997 (relocated to Brossard in 2010). Over the course of his career, he has been involved with various mandates relating to private financing and corporate reorganizations; he has participated in the elaboration of several prospectuses in the context of initial public offerings; has advised many companies in connection with acquisitions; and has also successfully resolved several disputes between shareholders. Bernard Grandmont is also head of business development at Raymond Chabot Grant Thornton for the greater Montréal area. He is also the managing partner of the other offices in the South Shore and Montérégie regions, namely Sorel, Saint-Hyacinthe, Saint-Jean, Napierville and Valleyfield. Jean-Guy Parent - Trustee Jean-Guy Parent is a founder and senior partner of INTERCOM Real Estate Services, a brokerage firm with development and asset management services founded in 1990. He was Mayor of the City of Boucherville from 1978 until 1985. He then served as a member of the Québec National Assembly from 1985 to 1989 and was appointed Minister of Foreign Trade for the Government of Québec in 1985. Jean-Guy Parent sits on a number of boards, including of private real estate investment trusts, and is the Governor of the Fondation de l'Hôpital Pierre-Boucher, the Chambre de commerce et de l'industrie de la Rive-Sud, the Longueuil Symphony Orchestra and UNICEF for the Montérégie region. Since January 2004, Jean-Guy Parent is a director of Noveko International Inc., a company that offers innovative solutions in the environmental and medical fields to help improve the health and well-being of people and animals. He is Vice-Chairman of the board of directors of Noveko International since May 2009 and a member of its audit and governance committees. Yves Maurais - Trustee Yves Maurais is a founder and senior partner of INTERCOM Real Estate Services, a brokerage firm with development and asset management services founded in 1990. Yves has been instrumental in the creation and development of major commercial development projects such as Quartier Dix30 in Brossard, Le Faubourg Boisbriand, The Spheretech and the Longueuil campus of the Université de Sherbrooke. He has been a real estate investor for the last fifteen years and has created and managed several private real estate investment trusts. He is also a Senior Partner with Conser Courtier d'affaires inc., a management, administration and corporate merger and acquisition consulting firm that has been active since 1990. Previously, he has held various positions relating to economic development. Involved in his community, he has served for the last two years on the board of the Centre Local de Développement de l'agglomération de Longueuil, which supports business leaders by recommending appropriate resources to meet all the management challenges that they are faced with. He is the current chairman of the Centre. He also serves on the boards of ICSC-Québec (International Council of Shopping Centers, still active), and of various business associations and charities. Jacques Girard - Chairman and Trustee Jacques Girard holds a Masters in Law (LL.M.) from the London School of Economics and has been the Chairman of the Board of the International Financial Centre of Montréal, an organization dedicated to Montréal's development as an international financial center, since 1996 and was appointed as its interim Chief Executive Officer in 2005. He has served and continues to serve on numerous boards, including as Chairman of the Board of Domtar, the largest integrated marketer and manufacturer of uncoated freesheet paper in North America and operator of 10 pulp and paper mills, from 1996 to late April 2004. He was the Chairman of the University of Montréal Hospital Centre (CHUM) from 1997 to 2002, Chairman of the Fédération des chambres de commerce du Québec (FCCQ) and is currently a member of the Board of Directors and the Executive Committee of Développement économique Longueuil. He has also served as Québec's Deputy Minister of Education, president of Groupe Québecor Inc. and Chief Executive Officer of Montréal International. Serge Riopel -Trustee Serge Riopel is the General Manager of the CN Investment Division in Montreal, which manages one of the largest corporate pension funds in Canada. He has held this position since 1993. Prior to his role as General Manager, he was a Co-Partner at Capital Montérégie, a Venture Capital Group and, three years prior, held the position of Vice-President, Finance and Asset Management, of Société Immobilière Trans-Québec. He is also a current and past-member of various boards including Princeton Developments Ltd., Novacap and Paul Masson Group. He holds a Bachelor of Science degree from McGill University and an MBA from H.E.C. He is also a member of the CN U.S. Subsidiaries Investment Committee. Alfred Corriveau -Trustee Alfred Corriveau holds a Bachelor of Economics degree from the University of Ottawa and, from April 1990 to January 2010, has been President of Bombardier Inc., Services Immobiliers, a division of Bombardier that has been at the forefront of the Bois-Franc, Saint-Laurent residential project, the Challenger industrial park and the Challenger golf course. Alfred Corriveau also served as a real estate consultant for Bombardier's other divisions. From 1968 to 1973, he held the title of Chief Operations Officer of A.L. Raymond, a retail food supply business and, thereafter, Marketing Director of Gatineau Westgate, a real estate developer in the region of Hull/ Ottawa. In 1976, he was hired by Cadillac Fairview as the Marketing and Sales Director and, in 1980, was hired by Great-West to serve as National Director overseeing their real estate investments. From 1984 to 1986, he was hired as Vice-President of one of Guaranty Trust's subsidiaries where he managed one of their real estate portfolios and, thereafter, founded his own company called RE-ASAM, a firm which specialised in the acquisition, management and consolidation of real estate properties across Canada for pension and investment funds. Alfred Corriveau is implicated with FPC Immobilier and Corlac Immobilier which he founded in January 2010. Luc Legros - Chief Financial Officer Luc Legros holds a Bachelor of Commerce degree from Concordia University, a graduate diploma in public accounting from McGill University and has over 27 years' experience in accounting and finance. He has been a Chartered Accountant since 1988 and is a member of the Order of Chartered Professional Accountants of Québec. From August 1985 to October 1992, he worked as an associate at PricewaterhouseCoopers, a multinational public accounting firm. During that time, he acquired extensive experience in many industries, namely the real estate industry. He subsequently held several senior finance positions with real estate companies such as Ivanhoe Cambridge, from September 1994 to June 1998, Nexacor Realty Management, from June 1998 to March 1999, Champlain Residences, from April 2002 to October 2002, Kevric Real Estate Corporation, from July 2005 to August 2007 and 9211-9882 Quebec Inc., from December 2009 to May 2010. He also held various positions with publicly traded companies such as Molson-Coors Inc. (during its merger), from September 2004 to July 2005, and Benvest Capital Inc., from March 1999 to April 2002. Since October 2007, he has worked on a contractual basis as a consultant for numerous companies such as Sanimax, from October 2007 to July 2008, FPInnovations-Forintek, from September 2008 to October 2009, Brault & Bouthillier, from May 2010 to March 2011 and again from September 2011 to June 2012, and Mercer, from April 2011 to September 2011. Since July 2012, he has been working at Société Immobilière MaestriTerra as Chief Financial Officer. Capital Nobel Inc. 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.