/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
HALIFAX, April 17, 2020 /CNW/ - ViveRE Communities
Inc. (TSXV: VCOM) ("ViveRE" or the "Company") provides the
following corporate update.
ViveRE recognizes the significant impact COVID-19 is having on
our residents, business partners and communities. The business
impact on our operations has been minimal. As at April 1, 2020, our portfolio of 243 units had
less than 1% vacancy. None of our residents requested deferral of
their April 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.
Acquisition of 75 Emma Street, Oshawa and Private Placement
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" or the "Emma Acquisition"). The Emma St. Property is
a newly built multi-unit residential property totaling 20 units of
which 19 are three-bedroom units and 1 is a two-bedroom unit. Upon
closing this acquisition ViveRE will have 263 units under ownership
and another 223 units under agreement.
ViveRE will acquire Emma for a purchase price of $7,300,000, subject to adjustments at closing.
The amended terms whereby ViveRE will satisfy the purchase price as
follows; (i) a collateral mortgage in the amount of $4,780,750; (ii) the issuance to the
vendors of 2,083,333 common shares of ViveRE at a deemed price of
$0.24 per common share representing
consideration of $500,000; (iii) the
vendors providing an unsecured vendor take back loan in the amount
of $500,000 repayable in 24 months
and bearing interest at 7% per annum, convertible at the option of
the vendors into 1,851,851 common shares of ViveRE at a deemed
price of $0.27 per common share for
24 months from the closing date; (iv) the issuance to the vendors
of 2,000,000 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 $1,325,000 non-brokered private placement
financing (see below) and cash on hand.
ViveRE has received an offer for mortgage financing in the
amount of $4,780,750. The Emma
Acquisition is expected to close on April
23, 2020 and is subject to TSX Venture Exchange (the
"Exchange") approval.
Effective April 16, 2020, ViveRE
has completed its previously announced non-brokered private
placement offering of Tier 1 and Tier 2 units. A total of 33 Tier 1
units were sold at a price of $25,000
per Tier 1 unit and 2 Tier 2 units at a price of $250,000 per Tier 2 unit for aggregate gross
proceeds of $1,325,000. 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 7 Tier 1 units for
an aggregate of $175,000 of the
offering. The Company's material change report in relation to the
insider participation in the offering will not have been filed at
least 21 days before the closing of the offering, as the
participation of insiders was not known at that time. The Company
paid a cash commission of $21,000
which was equal to 7.0% of the gross proceeds raised through
certain brokers.
ATMJ Portfolio, Moncton
Further to the ViveRE press release dated February 18, 2020, the Company has entered into a
definitive agreement to acquire a 100% interest in ten (10)
multi-unit residential properties (the "Properties" or the "ATMJ
Acquisition") comprising 223 units located in Moncton, New Brunswick. The Properties
are located at 145-155 McLaughlin Road, 27 Edmond Street, 50
Maplewood Drive and 2380 Mountain Road, and are owned by ATMJ
Properties Inc. ("ATMJ").
ViveRE will acquire the Properties for a purchase price of
$30 million, subject to customary
adjustments at closing. ViveRE will satisfy the purchase price as
follows: (i) the payment to ATMJ of deposits totalling $50,000; (ii) the issuance to ATMJ of 4,166,667
common shares of ViveRE at a price of $0.24 per share representing consideration of
$1,000,000; (iii) the issuance to
ATMJ of an unsecured convertible debenture in the amount of
$1,000,000 with a two year term
having an interest rate of 7% per annum and convertible into common
shares of ViveRE at a price of $0.27
per share; (iv) the issuance to ATMJ of 4,000,000 common share
purchase warrants, having a 3-year term and an exercise price of
$0.27 per common share; (v) the
placing of a collateral mortgage in the amount of $23,062,000; and (vi) the balance paid to ATMJ in
cash.
ViveRE has received an offer for mortgage financing in the
amount of $23,062,000. The ATMJ
Acquisition is expected to close in May
2020 and is subject to Exchange approval.
ViveRE will undertake a non-brokered private placement financing
of up to $7,500,000 in the form of
units. Tier 1 and Tier 2 units are 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 and 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. Tier 2 Units will be offered in amounts of $250,000 per Unit. Each Tier 2 Unit purchased
will also include 500,000 common share purchase warrants,
exercisable at a price of $0.27 per
common share of ViveRE for a period of two years from
issuance. Tier 3 Units will also be offered in amounts of
$500,000 per Unit. Each Tier 3 Unit
is comprised of 2,083,333 common shares of ViveRE and 1,000,000
common share purchase warrants, exercisable at a price of
$0.27 per common share of ViveRE for
a period of two years from issuance. The proceeds from this
offering will be used to fund the ATMJ Acquisition and for general
working capital and is subject to Exchange approval.
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 acquisitions 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.