ViveRE Communities Provides Update on Closing of Private Placement and Corporate Matters
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
HALIFAX, May 15, 2020 /CNW/ - ViveRE Communities Inc. (TSXV: VCOM) ("ViveRE" or the "Company") provides the following corporate update.
Private Placement Financing
Further to the Company's press release concerning it's Private Placement dated April 17, 2020, the total proceeds raised pursuant to the non-brokered private placement offering of Tier 1 and Tier 2 units has been increased by $375,000 to $1,700,000 and has closed today. A total of thirty-eight Tier 1 units were sold at a price of $25,000 per Tier 1 unit and three Tier 2 units at a price of $250,000 per Tier 2 unit. Each Tier 1 unit comprises 52,083 common shares of ViveRE and a $12,500 convertible debenture, bearing annual interest of 7% for a term of two years. The debenture is convertible into common shares of ViveRE at a price of $0.27 per share. Each Tier 2 unit comprises 520,833 common shares of ViveRE and a $125,000 convertible debenture, bearing annual interest of 7% for a term of two years. The debenture is convertible into common shares of ViveRE at a price of $0.27 per share. Each Tier 2 unit also includes 500,000 common share purchase warrants, exercisable at a price of $0.27 per share for a period of two years from the date of issuance.
The securities issued pursuant to the offering and any common shares issuable thereunder are subject to a four-month hold period. Certain insiders of the Company subscribed for twelve Tier 1 units for an aggregate of $300,000 of the offering. The Company paid a cash commission of $21,000 which was equal to 7.0% of the gross proceeds raised through certain brokers.
Operations Update
ViveRE recognizes the significant impact COVID-19 continues to have on our residents, business partners and communities. The business impact on our operations to date has been insignificant. As at May 1, 2020, our portfolio of 263 units had less than 1% vacancy. None of our residents requested deferral of their May rent and all rents were collected in full. This reflects the demographic and quality of our resident base. Our priority in this time continues to be operating in a manner that promotes the safety and health of our residents, staff, business partners and communities.
Shares for Debt and AGM
ViveRE also announces that it intends to settle $177,434 of debt incurred by the issuance of 739,306 common shares of the company at a deemed price per share of $0.24. As $65,534 of this debt is owed to non-arm's-length parties, the company will seek disinterested shareholder approval for the issuance of 273,057 of the common shares to these non-arm's-length parties at the annual general and special meeting of shareholders to be held on June 29, 2020. The issuance of the shares for debt is subject to receipt of Exchange approval.
Multilateral Instrument 61-101 regulates certain types of related party transactions to ensure the protection and fair treatment of minority securityholders. The issuance of 273,057 common shares to non-arm's-length parties is a related party transaction for the purposes of MI 61-101. Sections 5.5 and 5.7 of MI 61-101 exempt issuers from the formal valuation and minority approval requirements for related party transactions contained in MI 61-101 if the fair market value of the subject matter of, and the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is not more than 25 per cent of the issuer's market capitalization. ViveRE is exempt from such requirements, as the issuances represent less than one per cent of the corporation's market capitalization.
Issuance of Stock Options and Deferred Share Units
The Board of Directors of ViveRE, in accordance with the provisions of the Company's Stock Option Plan, has approved the issuance of 300,000 stock options to an Insider of the Company. The options are exercisable at a price of $0.24 per common share; vest in three (3) equal tranches of 100,000 options on May 14, 2020, November 14, 2020, November 14, 2021 and are exercisable for a ten year term.
The Board of Directors also approved the issuance of 2,775,000 Deferred Share Units (DSU's) to directors, management and consultants of the Company pursuant to the Company's Deferred Share Unit Plan (DSU Plan). The DSU's are priced at $0.24 per common share and vest upon issuance. This is the first award of DSU's by the Company under the DSU Plan which was approved by the shareholders on May 30, 2019.
Company
ViveRE 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 and convenience amenities has led to the emergence of the Naturally Occurring Retirement Community or "NORC". Apartments are the next "home", after years of owning they look forward to the carefree lifestyle provided through renting in a community of their peers. ViveRE Communities Inc. intends to consolidate this emerging market niche. The Company has developed a robust pipeline of qualified properties for potential acquisition. Screening properties identified to match the criteria set out in the Company business plan (proximity to healthcare, amenities, services and shopping), management has identified a number of attractive targets for consideration by the Board. Following the closing of the currently pending ATMJ acquisition the Company intends to acquire a further 500 units in the coming twelve months.
On behalf of the Board of Directors of ViveRE Communities Inc.
"Mike Anaka"
Chief Executive Officer
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (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.
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 press release.
Forward-Looking Statements
This news release contains forward-looking statements relating to the future operations of ViveRE and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from ViveRE Communities Inc.'s expectations include other risks detailed from time to time in the filings made by ViveRE Communities Inc. with securities regulators.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of ViveRE Communities Inc. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and ViveRE Communities Inc. will only update or revise publicly the included forward-looking statements as expressly required by Canadian securities law.
SOURCE ViveRE Communities Inc.
Mike Anaka, Chief Executive Officer, 902-440-7579
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