/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
HALIFAX, March 4, 2020 /CNW/ – ViveRE Communities Inc. (TSXV: VCOM) (“ViveRE” or the “Company”) provides the following corporate update.
ViveRE’s plan to acquire recently built or refurbished, highly leased multi-residential properties in bedroom communities across Canada continues to advance. 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 to the carefree lifestyle provided through renting in a community of their peers. ViveRE Communities Inc. intends to consolidate this emerging market niche across the Country. As press released on January 8 (75 Emma St. in Oshawa, Ontario), January 30 (Denaco acquisition comprised of 3 properties located in Moncton, NB) and February 18, 2020 (ATMJ acquisition comprising 10 buildings located in Moncton, NB), ViveRE currently has under agreement a total of 367 rental units. Upon closing these three transactions the total number of rental units owned by ViveRE will increase from 119 to 486.
75 Emma St. Acquisition
As press released on January 8, 2020, ViveRE entered into a Share Purchase Agreement to acquire all the shares of Emma and Albert Development Inc. (“Emma”), whose sole asset is the real property located at 75 Emma Street, Oshawa, Ontario (the “Emma St. Property”). The Emma St. Property is a newly built multi-unit residential property totaling 20 units.
ViveRE will acquire Emma for a purchase price of $7,300,000, subject to adjustments at closing. ViveRE will satisfy the purchase price as follows; (i) a collateral mortgage in the maximum amount of $4,750,000; (ii) the issuance to the vendors of 1,041,666 common shares of ViveRE at a deemed price of $0.24 per share representing consideration of $250,000; (iii) the vendors providing an unsecured vendor take back loan in the amount of $250,000 repayable in 24 months and bearing interest at 7% per annum, convertible at the option of the vendors into 925,925 common shares of ViveRE at a deemed price of $0.27 per common share for 24 months from the closing date; (iv) the issuance of 1,000,000 warrants to acquire common shares of ViveRE at an exercise price of $0.27 per common share for a term of 24 months from the closing date; (v) the assumption of an existing shareholder loan of approximately $900,000 and (vi) the balance of the purchase price payable in cash from the proceeds of a non-brokered private placement financing that ViveRE expects to complete concurrent with the closing of the Emma acquisition. The acquisition and financing are expected to close in April 2020. This acquisition is subject to TSX Venture Exchange (the “Exchange”) approval.
Financing for Emma St. Property
ViveRE Communities Inc. is undertaking a non-brokered private placement financing in the form of Units, comprised of 50% common shares at a price of $0.24 per common share and 50% convertible debenture, bearing interest at 7%, maturing in 2 years, convertible to common shares of ViveRE at a price of $0.27 per common share. Tier 1 Units will be offered in amounts of $25,000 per Unit for maximum aggregate subscription proceeds of $1,00,000. Tier 2 Units will be offered in amounts of $250,000 per unit for maximum aggregate subscription proceeds of $3,000,000. Each $250,000 Tier 2 Unit purchased will also include 500,000 share purchase warrants, exercisable at a common share price of $0.27 per common share of ViveRE for a period of two years from issuance. The proceeds from these Private Placements will be used to fund the acquisition of Emma and for general working capital. These Private Placements are subject to Exchange approval. The price reservation for these Private Placements is valid until April 3, 2020.
ViveRE Communities Inc. (TSX.V:VCOM) (the “Company”) 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. After the acquisitions of 41 and 50 Noel Avenue, Saint John, NB, and 542 and 550 Ryan Street, Moncton NB, 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. 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.
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.
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.
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