/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
HALIFAX, Feb. 18, 2020 /CNW Telbec/ - ViveRE
Communities Inc. (TSXV: VCOM) ("ViveRE" or the "Company")
announces that it has entered into an exclusive letter of intent to
acquire a 100% interest in ten (10) multi-unit residential
properties (the "Properties" or the "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").
Upon closing the ATMJ Acquisition, as well as, the acquisition
of the Denaco properties in Moncton (refer to ViveRE news release dated
February 10, 2020) and 75 Emma St. in
Oshawa (refer to ViveRE news
release dated January 8, 2020), the
total number of units owned by ViveRE will increase from 119 to
486.
Transaction
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 of which $40,000 is a refundable deposit; (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 ("Warrants"), having a
3-year term and an exercise price of $0.27 per common share; (v) at the option of
ViveRE, the assumption by ViveRE of existing mortgage debt
encumbering the Properties; (vi) the placing of a collateral
mortgage in the maximum amount of $22,500,000; and (vii) the balance paid to ATMJ
in cash. For the most recent fiscal year the total revenue of the
Properties was $2,612,335 (unaudited)
and total operating expenses were $915,557 (unaudited). No finders fee will
be paid on the Acquisition.
The Acquisition is subject to TSX Venture Exchange (the
"Exchange") approval.
Financing
ViveRE will undertake a non-brokered private placement financing
in the maximum amount of $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
$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. Tier 3 Units will be offered in amounts of
$500,000 per Unit. Each $500,000 Tier 3 Unit is comprised of 2,083,333
common shares of ViveRE and 1,000,000 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 and for general working
capital. The price reservation for this proposed $7,500,000 Private Placement will only apply to
proceeds used to fund the acquisition of the Properties.
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. 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.
"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.