WNC.P Wand Capital Corporation

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TORONTO, May 11, 2012 /CNW/ - Wand Capital Corporation (the "Corporation"), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange Inc.'s (the "TSXV") Corporate Finance Manual), announced today that it had filed a management information circular (the "Information Circular") and notice of special meeting in respect of its previously announced reorganization under a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") whereby it intends to convert into a real estate investment trust named "True North Apartment Real Estate Investment Trust" (the "REIT"), subject to receipt of all necessary approvals, including the approval of the TSXV and the shareholders of the Corporation (the "Shareholders"). The Information Circular also describes the previously-announced acquisition by the Corporation of an initial multi-residential rental property (the "Initial Property") and two additional multi-residential rental properties (the "Follow-On Properties") from a related party to the Corporation's Chief Executive Officer, Daniel Drimmer.  The acquisition of the Initial Property (the "Acquisition") and the Arrangement are proposed to constitute the Corporation's Qualifying Transaction, as defined in the CPC Policy (the "Proposed Transaction"). Completion of the Acquisition and the acquisition of the Follow-On Properties (the "Follow-On Acquisitions") is conditional upon the completion of the Arrangement. Pursuant to Arrangement, among other things: (i) the issued and outstanding common shares ("Shares") of the Corporation will be exchanged for units ("Units") of the REIT on an 8 for 1 basis (1 Unit for every 8 Shares) (the "Exchange Ratio"); and (ii) the issued and outstanding options ("Options") to purchase Shares of the Corporation will be exchanged for options ("True North Options") to purchase Units on terms and conditions identical to the terms and conditions of the Options, subject to adjustments to the exercise price of, and the number of Units underlying, the True North Options based upon the Exchange Ratio. Upon completion of the Proposed Transaction, the REIT is expected to meet all of the minimum listing requirements for a Tier 2 Real Estate Issuer. Information about the Meeting The special meeting (the "Meeting") of the Shareholders will be held at 9:00 a.m. (E.S.T.) on June 4, 2012, at Suite 2100, 40 King Street West, Toronto, Ontario, M5H  3C2. Each person who is a holder of record of Shares at the close of business on April 30, 2012 is entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment thereof, and the Corporation has received a confirmation of mailing from the Corporation's transfer agent, Equity Transfer & Trust Company ("Equity"). As the Corporation's Chief Executive Officer, Daniel Drimmer, currently indirectly owns an approximate 20.5% interest in the Corporation, and owns and controls Starlight Investments Ltd. ("Starlight"), the asset manager of the REIT, the Acquisition, certain aspects of the Arrangement, certain rights of Starlight under an exchange agreement to be entered into between the REIT and Starlight, and the Follow-On Acquisitions will constitute "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, and therefore must be approved by the affirmative vote of a majority of minority shareholders of the Corporation. Registered Shareholders unable to attend the Meeting in person are requested to read the Information Circular and the form of proxy which accompanies the notice and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to Equity at 200 University Avenue, Toronto, Ontario, M5H 4H1, no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment thereof.  Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy. Registered Shareholders have the right to dissent with respect to the Arrangement and be paid the fair value of their Shares in accordance with the provisions of section 185 of the Business Corporations Act (Ontario) and an interim order of the Ontario Superior Court of Justice with respect to the Arrangement dated April 30, 2012, if the Arrangement becomes effective.  This right to dissent is described in the Information Circular.  Failure to strictly comply with the dissent procedures set out in the Information Circular may result in the loss or unavailability of any right of dissent. Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.  The Information Circular is available for review at www.sedar.com. Wand Capital Corporation 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 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 Proposed Transaction and the Follow-On Acquisitions and the intention to reorganize the Corporation into a real estate investment trust. 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. Completion of the Proposed Transaction and the Follow-On Acquisitions is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval. Where applicable, the Proposed Transaction and the Follow-On Acquisitions cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to such transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Wand Capital Corporation CONTACT: please contact: Daniel Drimmer, Chief Executive Officer, at Tel:(416)234-8444, ddrimmer@starlightinvest.com, or Martin Liddell, ChiefFinancial Officer, at Tel: (416)234-8444, mliddell@starlightinvest.com.

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