/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.