NexLiving Announces Closing of Oversubscribed Marketed Common Share Offering
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
HALIFAX, NS, Nov. 26, 2021 /CNW/ - (TSXV: NXLV) NexLiving Communities Inc. ("NexLiving" or the "Company") is pleased to announce that it has closed today on its previously announced marketed offering of common shares (the "Offering"). Pursuant to the Offering, the Company issued 100,000,000 shares at a price of $0.20 per share for gross proceeds of $20,000,000. The Offering was led by Echelon Capital Markets and CIBC Capital Markets as co-lead agents and co-bookrunners, on behalf of a syndicate of agents including Cormark Securities Inc., Desjardins Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., iA Private Wealth Inc. and Richardson Wealth Limited (collectively the "Agents"). The Company has granted the Agents an option to purchase an additional 15% of the shares sold under the Offering (the "Over-Allotment Option"). The Over-Allotment Option may be exercised in whole, or in part, as determined by the Agents' upon written notice to the Company at any time up to 30 days following the closing date of the Offering. In addition, as previously announced, NexLiving has agreed to a non-brokered private placement (the "Private Placement") on the same pricing terms as the Offering, which has been upsized from $4,000,000 to $4,450,000. Closing of the Private Placement is subject to a number of conditions, including the approval of the TSX Venture Exchange.
NexLiving intends to use a portion of the gross proceeds to fund the equity requirements of the previously announced acquisition of ten recently constructed apartment properties comprised of 370 units in Moncton and Riverview, New Brunswick, for an aggregate purchase price of $72.6 million, subject to customary adjustments (the "Acquisition"). The Acquisition is subject to certain closing conditions.
In consideration for their services, and pursuant to the terms of an agency agreement, dated November 19, 2021, among the Agents and the Company, the Company has paid a cash commission of $1,150,000.
Further details of the Offering and the Acquisition are described in the final short form prospectus of the Company dated November 19, 2021 (the "Prospectus"), filed with Canadian securities regulators. A copy of the Prospectus is available under the Company's profile on the SEDAR website at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For more information about NexLiving, please refer to our website at www.nexliving.ca and our public disclosure at www.sedar.com.
About the Company
NexLiving continues to execute its plans to acquire recently built or refurbished, highly leased multi-residential properties in bedroom communities across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. The demographic that has changed the world is now changing the way residential rental apartments cater to their requirements. Their desire for community, along with service, quality and convenience has led to the emergence of the 55+ active living segment. Apartments are their next "home", after years of owning they look forward to the carefree lifestyle provided through renting in a community of their peers. NexLiving intends to consolidate this emerging market niche. The Company currently owns 549 units in New Brunswick and Ontario. NexLiving has also developed a robust pipeline of qualified properties for potential acquisition. By screening the properties identified to match the criteria set out by the Company (proximity to healthcare, amenities, services and recreation), management has assembled a significant pipeline of potential acquisitions for consideration by the Company's Board of Directors.
Forward-Looking Statements
This news release forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "projects", "estimates", "forecasts", "intends", "continues", "anticipates", or "does not anticipate" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements contained in this news release include, but are not limited to: the Company's intention to complete the Private Placement and the anticipated timing thereof; the Company's intention to complete the Acquisition and the anticipated timing thereof; the Company's intended use of proceeds of the Offering and the Private Placement; and the completion of the Acquisition. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed. These forward-looking statements reflect the current expectations of the Company's management regarding future events and operating performance, but involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual events could differ materially from those projected herein and depend on a number of factors, including, without limitation, the failure by the Company to complete the Acquisition on the terms contemplated or on the anticipated timeline; material shifts in demographic trends or actual future market conditions being different than anticipated by NexLiving's management; material changes to government or environmental policy or regulations affecting NexLiving's operations; and the risks described under "Risk Factors" in the Prospectus and the Company's Annual Information Form. Although forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. These material assumptions are more fully described in regulatory filings, including in the Prospectus and the Company's MD&A released on November 2, 2021. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE NexLiving Communities Inc.
Michael Anaka, Chief Executive Officer, 902-440-7579; Stavro Stathonikos, President, 416-876-6617
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