/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
HALIFAX, March 16, 2020 /CNW/ - ViveRE Communities
Inc. (TSXV: VCOM) ("ViveRE" or the "Company" or the "Issuer")
announces that, further to its press releases dated January 30 and February
10, 2020, it has completed the acquisition from Denaco Group
Ltd. ("Denaco") of a 100% interest in three multi-unit residential
properties (the "Properties" or the "Acquisition") comprising 124
units located in Moncton, New
Brunswick. The Properties are located at 150 Lewisville Road
(55 units), 154 Lewisville Road (34 units) and 39 Pleasant Street
(35 units).
Acquisition
ViveRE acquired the Properties for a purchase price of
$13.5 million, subject to customary
adjustments at closing. ViveRE satisfied the purchase price with
the issuance to Denaco of 2,083,333 common shares of ViveRE at a
price of $0.24 per share
(representing consideration of $500,000), with the balance being paid in
cash.
In connection with the Acquisition, and as previously announced,
Denis Arsenault ("Arsenault"), the
owner of Denaco subscribed for: (i) 7,291,667 common shares of
ViveRE at a price of $0.24 per common
share for aggregate gross proceeds of $1,750,000; (ii) an unsecured convertible
debenture ("Debenture") in the principal amount of $1,750,000; and (iii) 7,000,000 common share
purchase warrants ("Warrants"), having a 3-year term and an
exercise price of $0.27 per common
share (the "Subscription"). The Debenture has a 2-year term, bears
interest at the rate 7% per annum to be paid annually, and is
convertible into 6,481,481common shares of ViveRE at a price of
$0.27 per common share, assuming full
conversion.
ViveRE has placed a collateral mortgage on the Properties in the
amount of $10.125 million having a
fixed annual rate of interest of 2.05% and a 25-year amortization
period.
Upon completion of the Subscription and Acquisition, Arsenault,
directly or indirectly, owns a total of 9,375,000 common shares of
the Issuer representing 13.92% ownership of the issued number of
shares. On a fully diluted basis post-Acquisition, and presuming
Arsenault converted the Debenture into 6,481,481 common shares of
the Issuer and also exercised his Warrants for 7,000,000 common
shares of ViveRE, then Arsenault would own 22,856,481 common shares
of the Issuer representing 28.29% ownership of all of the issued
and outstanding shares of the Issuer. As a condition of the
conversion feature of the Debenture and the exercise of the
Warrants, and as required by the policies of the TSX Venture
Exchange (the "Exchange"), management has obtained disinterested
shareholder approval from a majority of shareholders in respect of
providing approval for Arsenault to exercise his conversion rights
under the Debenture and his exercise rights under the Warrants, and
thereby becoming a control person of the Company as defined under
applicable law and the policies of the Exchange.
2018 Convertible Debentures
As previously announced on August 22,
2018, the Company completed the private placement of Series
A and Series B convertible debentures (the "2018 Debentures") for
aggregate gross proceeds of $1,300,000. The 2018 Debentures mature on
August 22, 2020 and bear an interest
rate of 12%, payable half in common shares and half in cash.
Concurrent with the completion of the Subscription, the holders of
the 2018 Debentures have converted the outstanding principal of
$1,300,000 into 8,666,662 units, each
unit consists of one common share and 0.75 warrant, with each full
warrant entitling the holder to acquire one common share at a price
of $0.175 per common share for a
period of two years from the date of issuance of the warrants.
In accordance with the terms of the 2018 Debentures, the Company
intends to settle $9,402.72 of
interest payable for the period February 1
to March 16, 2020, with the issuance of 37,159 common shares
at a deemed price per share of $0.253. The issuance of the common shares is
subject to receipt of Exchange approval.
Company
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. 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 an additional 500+ units in
the next 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.