/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
HALIFAX, Jan. 8, 2020 /CNW/ - ViveRE Communities Inc.
(TSXV: VCOM) ("ViveRE" or the "Company") announces that it has
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 Street Property").
The Emma Street Property is a newly built multi-unit residential
property totaling 20 units.
Transaction
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: a collateral
mortgage in the maximum amount of $4,750,000; 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;
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; 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; the assumption of an existing
shareholder loan of approximately $900,000 and 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 during the first quarter of 2020. This
acquisition is subject to TSX Venture Exchange (the "Exchange")
approval.
Financing
ViveRE Communities Inc. will undertake 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. Tier 2 Units will be offered in
amounts of $250,000 per unit. 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.
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. 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 in excess of 400 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.