VIVERE COMMUNITIES INC. ANNOUNCES CLOSING OF ACQUISITION

Halifax, Nova Scotia, Canada – October 4, 2019 – ViveRE Communities Inc. (TSX.V:VCOM) (“ViveRE” or the “Company”) announces that it has completed the previously announced acquisition of the real estate property located at 542 and 550 Ryan Street, Moncton, New Brunswick (the “Ryan Street Properties”).

ViveRE has acquired the Ryan Street Properties for an aggregate purchase price of $5,488,000 subject to customary adjustments. ViveRE has placed a collateral mortgage in the amount of $4,116,000 with the balance of the purchase price payable in cash from the proceeds of a non-brokered private placement financing that ViveRE closed on September 30, 2019.

The Ryan Street Properties consist of two 23-unit apartment buildings located at 542 and 550 Ryan Street, Moncton, NB. Constructed in 2012, the Ryan Street Properties are comprised of 6 one-bedroom and 40 two-bedroom units, as well as, a separate three season community use building and a utility building for equipment storage. Occupancy at October 1, 2019 was 100%. The Ryan Street Properties are conveniently located in the north end of Moncton, close to shopping, healthcare and recreation facilities.

About ViveRE Communities Inc.

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

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 “aims”, “intends”, “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 Acquisition, the Offering, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

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.

 

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

ViveRE Announces Closing of Units Offering for Gross Proceeds of $1.475 Million

Halifax, Nova Scotia, Canada – October 1, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) is pleased to announce that it has closed today its previously announced non-brokered private placement offering (the “Offering”) of Tier 1 and Tier 2 Units (“Units”).

 

A total of nineteen (19) Tier 1 units were sold at a price of $25,000 per Tier 1 unit and four (4) Tier 2 units at a price of $250,000 per Tier 2 unit for aggregate gross proceeds of $1,475,000. Each Tier 1 Unit is comprised of 56,818 common shares of ViveRE and a $12,500 convertible debenture, bearing annual interest of 7%, with a term of two years. The debenture is convertible to common shares of ViveRE at a price of $0.25 per share. Each Tier 2 Unit is comprised of 568,181 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 $0.25 per share. Each Tier 2 unit also includes 500,000 common share purchase warrants, exercisable at a price of $0.25 per share for a period of two years after the closing date. The Offering was completed by the Company directly.

 

The securities issued pursuant to the Offering are subject to a 4 month hold period. Certain insiders of the Company subscribed for an aggregate of approximately 15% 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 their participation was not known at that time.

 

A portion of the gross proceeds of the Offering will be used to finance the previously announced potential acquisition of two 23-unit, multi-family rental properties located at 542 and 550 Ryan Street, Moncton, New Brunswick (the “Acquisition”), as well as, the Company’s expenses of the Acquisition. The Company expects the Acquisition to close in October 2019.

 

The Offering and the Acquisition are subject to TSX Venture Exchange (“TSXV”) final acceptance of requisite regulatory filings.

 

Further details of the Offering and the Acquisition are included in the Company’s press release dated August 16, 2019, filed with Canadian securities regulators. A copy of the press release is available under the Company’s profile on the SEDAR website at www.sedar.com.

 

The common shares subject to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

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 “aims”, “intends”, “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 Acquisition, the Offering, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

VIVERE COMMUNITIES INC. ANNOUNCES PROPOSED ACQUISITION AND NON-BROKERED PRIVATE PLACEMENT FINANCING

Halifax, Nova Scotia – August 16, 2019 – ViveRE Communities Inc. (TSXV:VCOM) (“ViveRE” or the “Company”) announces that it has entered into a Purchase and Sale Agreement with Ryan Oak Estates  to acquire all of the real property located at 542 and 550 Ryan Street, Moncton, New Brunswick (“Ryan Oak”). 542 and 550 Ryan Street are multi-unit residential properties totaling 46 units.

Transaction

ViveRE will acquire 542 and 550 Ryan Street for an aggregate purchase price of $5,488,000 subject to adjustments at closing. ViveRE will place a collateral mortgage in the maximum amount  of $4,100,000 with 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 this transaction (the “Transaction”).

Financing

ViveRE Communities Inc. will undertake a non-brokered private placement financing for up to $2,000,000 in the form of  Units, comprised of 50% common shares at a price of $0.22 per common share and 50% convertible debenture, bearing interest at 7%, maturing in 2 years, convertible to common shares of ViveRE Communities at a price of $0.25 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 $0.25 per common share of ViveRE for a period of two years from issuance.

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 acquisition of 41 and 50 Noel Avenue, Saint John, 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 500 units in the coming twelve months.

 

On behalf of the Board of Directors of ViveRE Communities Inc.

 

“Mike Anaka”

Chief Executive Officer  

 

For further information contact:

Mike Anaka

CEO

902-440-7579

 

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.

ViveRE Communities provides business update

Halifax, Nova Scotia – August 1, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) provides the following business 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.  After the acquisitions of 41 and 50 Noel Avenue, Saint John, New Brunswick, 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.  41 and 50 Noel Avenue, Saint John, NB, totalling 73 units, continue to be fully leased and are performing to expectations. The Company intends to acquire in excess of 400 units in the coming twelve months.

 

In accordance with the terms of ViveRE’s outstanding 12% Convertible Debentures, the Company intends to settle $19,660.24 of interest payable for the three month period ending July 31, 2019, with the issuance of 127,661 common shares at a deemed price per share of $0.154. The issuance of the common shares is subject to receipt of final Exchange approval.

 

ViveRE also announces that it is issuing an aggregate of 333,331 common shares of the Company to a number of officers, directors and consultants for ongoing services pursuant to consulting agreements between the Company and each of Trimaven Capital Advisors, Dr. Brian Ramjattan, THLA Services Ltd and Aconi Financial Corp Ltd (the “Consultants”) in the amount of $73,333.33 for the two months ended July 31, 2019 in accordance with the provisions of Exchange Policy 4.3 – Shares for Services. The deemed price of these common shares is $0.22. The Company received disinterested shareholder approval for the Shares for Debt transaction at its Annual and Special Meeting of Shareholders on May 31, 2019. The issuance of the shares is subject to receipt of final Exchange approval.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in bedroom communities across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

 

 

 

 

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 “aims”, “intends”, “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 Acquisition, the Offering, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

ViveRE Announces Results of Annual Meeting

Halifax, NS, Canada – June 24, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Corporation”) announces the results of its annual and special meeting of Shareholders (the “Meeting”) held on May 31, 2019 in Halifax, Nova Scotia.

 

At the meeting, all resolutions were passed with the required majority:

 

·         The shareholders elected Mike Anaka, Jeffrey Dean, Kent Farrell, Drew Koivu, David Pappin, Dr. Brian Ramjattan and Richard Turner directors of the Corporation;

·         The shareholders re-appointed KPMG, LLP, Chartered Accountants as auditors of the Corporation to hold office until the next annual meeting of shareholders;

·         The shareholders approved a resolution re-approving the Corporation’s incentive stock option plan;

·         Disinterested shareholders approved a special resolution approving the Corporation’s deferred share unit plan;

·         The shareholders approved a special resolution approving the amendment to the Corporation’s Articles of Incorporation to allow the Corporation’s registered office to be situated in Nova Scotia instead of British Columbia;

·         Disinterested shareholders approved a special resolution to issue 1,318,036 common shares of the Corporation to companies controlled by officers and directors of the Corporation and to one director of the Corporation to settle in aggregate $168,165 of debt to the Corporation; and

·         Disinterested shareholders approved a special resolution to issue 550,000 common shares of the Corporation to companies controlled by officers and directors of the Corporation and to one director of the Corporation to settle $110,000 of debt to the Corporation incurred during the three month period ended February 28, 2019, and to settle future consulting and advisory fees of $110,000 every three months through the issuance of common shares.

 

Other Business

 

The Corporation announces that it has signed an agreement (the “Agreement”) with Mackie Research Capital Corporation (“Mackie”) to provide market making services to VivRE in compliance with regulatory guidelines.  Mackie will provide market stabilization and liquidity services of the ViveRE shares on the TSX Venture Exchange.

 

In consideration for their services provided pursuant to the Agreement, ViveRE agrees to pay Mackie $3,500 per month.  The Agreement has a term of 12 months.  There are no performance factors contained in the Agreement and Mackie will not receive any shares or options from ViveRE as compensation for services it will render.  ViveRE and Mackie are unrelated and unaffiliated entities, but Mackie may provide investment banking services to ViveRE and Mackie and/or its clients may have an interest, directly or indirectly, in the securities of ViveRE.  The Agreement is subject to regulatory approval.

 

Mackie is one of Canada’s largest independent full service investment firms, and proudly traces its roots back to 1921.  Mackie is privately owned by many of its 300 employees.  As a fully integrated national investment dealer, Mackie offers a full complement of capital markets and wealth management services to private clients, institutions and growth companies.

 

The Corporation also announces that it has elected to settle $110,000 of debt of the Corporation incurred during the three month period ended May 31, 2019, with the issuance of common shares of the Corporation at a deemed price of $0.20 per share.  The debt is owed to companies controlled by officers and directors of the Corporation and to one director of the Corporation. The issuance of these common shares has been approved by the shareholders of the Corporation and is subject to final approval of the TSX Venture Exchange.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership Corporation, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Corporation aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

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 “aims”, “intends”, “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 Issuances, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

 

ViveRE Provides Additional Information to Shareholders Regarding Annual Meeting

Nova Scotia, Canada – May [22], 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the Corporation”) reminds shareholders that the 2018 annual meeting of shareholders has been scheduled for May 31, 2019 at 2:00 pm AST (the “Meeting”).

 

As more fully described in the Corporation’s Management Information Circular, dated May 3, 2019, at the Meeting, shareholders will be asked, among other things, to consider, and if deemed advisable, pass resolutions for certain shares for debt and shares for services issuances of common shares (the “Common Shares”) of the Corporation (collectively, the “Issuances”).

 

Multilateral Instrument 61-101 (“MI 61-101”) regulates certain types of related party transactions to ensure the protection and fair treatment of minority security holders. The Issuances are a “related party transaction” for the purposes of MI 61-101. Section 5.5 of MI 61-101 exempts issuers from the formal valuation and minority approval requirements for related party transactions contained in MI 61-101 if the fair market value of the subject matter of, and the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is not more than 25% of the issuer’s market capitalization. ViveRE is exempt from such requirements as the Issuances represent less than 5% of the Corporation’s market capitalization.

 

The price per Common Share for the Issuances have been conditionally approved by the TSX Venture Exchange (the “TSXV”). The $0.20 price per Common Share for the shares for services represents the closing price as of April 16, 2019, the date of ViveRE’s shares for services submission to the TSXV. With the exception of the shares for debt to be issued to JESSOMELAW (which was priced at $0.20 pursuant to the April 16, 2019 submission to the TSXV), the $0.12 price per Common Share for the shares for debt issuance represents the closing price as of December 21, 2019, the date of the Corporation’s shares for debt submission to the TSXV.

 

With respect to the payment of future quarterly shares for services or shares for debt with the issuance of Common Shares: (a) the per Common Share price shall be established in accordance with the market price at the time of approval or issuance; (b) there is currently no maximum number of Common Shares that may be issued; (c) there is currently no material anticipated effect of the future payments on the number and percentage of Common Shares which interested persons beneficially own or exercise control or direction over; and (d) if material, and if required under applicable securities laws and TSXV policies, the Corporation shall seek approval of shareholders at the applicable time if it determines to renew agreements, whose terms provide for the issuance of shares as payment.

 

The anticipated effect of the Issuances on the number and percentage of shares that the related parties will beneficially own or exercise control or direction over are as follows:

 

Beneficial Holder

Anticipated Holdings of Issued

Anticipated % of Issued and

 

and Outstanding Common

Outstanding Common Shares after

 

Shares after the Issuances

the Issuances

 

 

 

Michal Anaka

2,789,582

6.49%

 

 

 

Dr. Brian Ramjattan

2,575,910

5.99%

 

 

 

Jeffrey Dean & Kent Farrell

2,072,443

4.82%

 

 

 

Glenn Jessome

1,433,320

3.34%

 

 

 

Glenn Holmes

1,230,755

2.86%

 

 

 


 

 

 

 

 

 

31417404


 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership Corporation, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Corporation aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

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 “aims”, “intends”, “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 Issuances, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

 

Chief Executive Officer

902-440-7579

VIVERE COMMUNITIES INC. SETS SHAREHOLDERS’ MEETING DATE

Halifax, Nova Scotia – May 1, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) announces that the 2018 annual meeting of shareholders has been scheduled for May 31, 2019 at 2:00 pm AST. Shareholders as of the record date, close of business on April 30, 2019, will be entitled to vote at the meeting. This will be ViveRE’s first annual meeting of shareholders following the completion of its change of business transaction in August 2018 whereby the Company became a real estate issuer on the TSX Venture Exchange (the “Exchange”).

 

The Company also announces that it intends to settle $31,750 in debt owed for services by the issuance of 158,750 common shares of the Company at a deemed price per share of $0.20. This debt was incurred in connection with its recent acquisition of Village View No. 2 Limited Partnership, a limited partnership formed under the laws of the Province of New Brunswick whose sole asset is a multifamily rental property located at 50 Noel Ave., Saint John, N.B. (see ViveRE press release dated April 11, 2019). As $25,000 of this debt is owed to a non-arms length party, the Company will seek disinterested shareholder approval for the issuance of 125,000 of the Common Shares at its Annual and Special Meeting of Shareholders on May 31, 2019. The issuance of the shares is subject to receipt of final Exchange approval.

 

Further to ViveRE’s press release dated January 21, 2019, ViveRE is issuing an aggregate of 550,000 common shares of the Company to a number of officers, directors and consultants for ongoing services pursuant to consulting agreements between the Company and each of Trimaven Capital Advisors, Dr. Brian Ramjattan, THLA Services Ltd and Aconi Financial Corp Ltd (the “Consultants”) in the amount of $110,000 for the three months ended February 28, 2019 in accordance with the provisions of Exchange Policy 4.3 – Shares for Services. The deemed price of these common shares is $0.20. As all of the Consultants are non-arm’s length parties, the Company will seek disinterested shareholder approval for the issuance of 550,000 of the Common Shares at its Annual and Special Meeting of Shareholders on May 31, 2019. The issuance of the shares is subject to receipt of final Exchange approval.

 

In accordance with the terms of ViveRE’s outstanding 12% Convertible Debentures, the Company intends to settle $38,769.40 of interest payable for the six month period ending April 30, 2019, with the issuance of 280,524 common shares. The issuance of the common shares is subject to receipt of final Exchange approval.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

 

 

 

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 “aims”, “intends”, “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 Acquisition, the Offering, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

 

 

ViveRE Announces Closing of Acquisition of Multi-Family Rental Property

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

 

PRESS RELEASE

 

ViveRE Announces Closing of Acquisition of Multi-Family Rental Property

 

Halifax, NS, Canada – April 11, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) announced today that it has completed its previously announced acquisition of Village View No. 2 Limited Partnership, a limited partnership formed under the laws of the Province of New Brunswick (“Village View LP”), whose sole asset is a multi-family rental property located at 50 Noel Avenue, Saint John, New Brunswick (the “Noel Property”).

 

Acquisition of Noel Property

 

The Company has completed the acquisition of Village View LP. The purchase price for the Noel Property was $7.9 million, subject to customary adjustments, which was paid with the assumption of the approximately $5.34 million existing 2.55% APR (annual percentage rate) Noel Property mortgage, maturing September 2026 with respect to the Noel Property and the issuance of 1,000,000 common shares of the Company to the vendors at a price of $0.20 per common share (the “Acquisition Shares”), and the balance of $2.36 million in cash. The acquisition of the Noel Property in accordance with the acquisition agreement is referred to herein as the “Acquisition”.

 

The Acquisition has been structured as a purchase of all the general partner interests of Village View No. 2 held by SBLS Holdings Inc., a corporation incorporated under the law of the Province of New Brunswick, and all of the limited partnership interests of Village View No. 2 held by 621946 N.B. Inc., a corporation incorporated under the law of the Province of New Brunswick, Anron Inc., a corporation incorporated under the law of the Province of New Brunswick, and Residential Investors and Developers Ltd., a corporation incorporated under the law of the Province of New Brunswick. The Acquisition is an arm’s length transaction.

 

The Noel Property, which is 100% occupied as of April 1st, 2019, is a high quality, 2016 built, 42 unit, multi-family rental property residence geared towards the over 55 year old demographic. It is located in the growing St. John, NB sub-market of Millidgeville, situated on the northern edge of the Saint John River, and adjacent to the Company’s existing property located at 41 Noel Avenue. The Noel Property offers high-end living spaces with granite countertops, stainless appliances, dishwasher, microwave range hood, washer and dryer, walk-in closet, ensuite bathrooms and private balconies. Common areas include gym facilities, media and community room, storage lockers as well as 60 parking spaces. The property has close proximity to a prominent transit route, Horizon’s Saint John Regional Hospital, the University of New Brunswick and an abundance of nearby shopping, and dining, and community centres.

 

The common shares subject to the Offering have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

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 “aims”, “intends”, “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 Acquisition, Acquisition Shares, the Offering, the size and pricing of the Offering, receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Forward-looking information in this news release includes expectations relating to: the pipeline for future acquisitions which may be impacted by ViveRE’s ability to negotiate suitable terms, due diligence, access to capital and market conditions; operating results which may be impacted by unexpected vacancies and maintenance expenses; and availability of capital which may be impacted by the results of the offering, capital market and borrowing conditions. 

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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

ViveRE Announces Closing of Common Share Offering for Gross Proceeds of $2.84 Million

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

 

PRESS RELEASE

 

ViveRE Announces Closing of Common Share Offering

 for Gross Proceeds of $2.84 Million

 

Nova Scotia, Canada – April 9, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) is pleased to announce that it has closed today its previously announced best efforts short form prospectus offering (the “Offering”) of common shares (“Common Shares”).

 

A total of 14,226,834 Common Shares were sold at a price of $0.20 per Common Share for aggregate gross proceeds of approximately $2,845,367. The Offering was completed by Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc. (collectively, the “Agents”).

 

A portion of the gross proceeds of the Offering will be used to finance the previously announced potential acquisition of a 42 unit, multi-family rental property located at 50 Noel Avenue, Saint John, New Brunswick (the “Acquisition”) and the Company’s expenses of the Acquisition. The Company expects the Acquisition to close in April 2019.

 

The Offering and the Acquisition are subject to TSX Venture Exchange (“TSXV”) final acceptance of requisite regulatory filings.

 

In consideration for their services, and pursuant to the terms of an agency agreement, dated February 15, 2019, among the Agents and the Company (the “Agency Agreement”), the Company paid a cash commission of $97,196 and  issued to the Agents 485,980 non-transferable share purchase warrants (each, an “Agent Warrant”), with each Agent Warrant exercisable into one common share of the Company at an exercise price equal to $0.20 for a period of 24 months from the date hereof.

 

Further details of the Offering and the Acquisition are described in the final short form prospectus of the Company dated March 29, 2019, filed with Canadian securities regulators. A copy of the final prospectus is available under the Company’s profile on the SEDAR website at www.sedar.com.

 

The common shares subject to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

 

 

 

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 “aims”, “intends”, “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 Acquisition, the Offering, the receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

 

 

ViveRE Announces Signing of Agreement to Acquire Multi-Family Rental Property and Public Offering of Common Shares

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

 

PRESS RELEASE

 

ViveRE Announces Signing of Agreement to Acquire Multi-Family Rental Property and Public Offering of Common Shares

 

Nova Scotia, Canada – February 15, 2019 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) announced today that it has entered into an agreement (the “Acquisition Agreement”) to acquire Village View No. 2 Limited Partnership, a limited partnership formed under the laws of the Province of New Brunswick (“Village View LP”), whose sole asset is a multi-family rental property located at 50 Noel Avenue, Saint John, New Brunswick (the “Noel Property”). The purchase price for the Noel Property is $7,900,000, subject to customary adjustments, which will be paid by the assumption of the approximately $5.4 million existing 2.55% APR (annual percentage rate) mortgage, maturing September 2026 with respect to the Noel Property (the “Assumed Debt”), the issuance of 1,000,000 common shares to the vendors at a price of $0.20 per common share (the “Acquisition Shares”), and the balance in cash. The acquisition of the Noel Property in accordance with the Acquisition Agreement is referred to herein as the “Acquisition”.

 

The Acquisition has been structured as a purchase of all the general partner interests of Village View LP held by SBLS Holdings Inc., a corporation incorporated under the law of the Province of New Brunswick, and all of the limited partnership interests of Village View LP held by 621946 N.B. Inc., a corporation incorporated under the law of the Province of New Brunswick, Anron Inc., a corporation incorporated under the law of the Province of New Brunswick, and Residential Investors and Developers Ltd., a corporation incorporated under the law of the Province of New Brunswick. The Acquisition is an arm’s length transaction.

 

Completion of the Acquisition is subject to customary closing conditions for transactions of this nature, including the receipt of required financing and all necessary third party (including lenders) consents and approvals. ViveRE expects the completion of the Acquisition to occur during the first quarter of 2019.

 

The Acquisition is a “Fundamental Acquisition”, as such term is defined in the policies of the TSXV, and is therefore subject to the approval of the TSXV.

 

Description of the Noel Property

 

The Noel Property, which is 100% occupied as of February 1st, 2019, is a high quality, 2016 built, 42 unit, multi-family rental property residence geared towards the over 55 year old demographic. It is located in the growing St. John, NB sub-market of Millidgeville, situated on the northern edge of the Saint John River, and adjacent to the Company’s existing property located at 41 Noel Avenue. The Noel Property offers high-end living spaces with granite countertops, stainless appliances, dishwasher, microwave range hood, washer and dryer, walk-in closet, ensuite bathrooms and private balconies. Common areas include gym facilities, media and community room, storage lockers as well as 60 parking spaces. The property has close proximity to a prominent transit route, Horizon’s Saint John Regional Hospital, the University of New Brunswick and an abundance of nearby shopping, and dining, and community centres.

 

Audited financial results for Village View LP for the year ended September 30, 2018, copies of which are available on SEDAR in the Company’s preliminary prospectus filed today, include total assets of $5,876,726 (2017: $6,108,268), revenue of $632,071 (2017: $644,975) and net loss of $56,585 (2017: ($138,030)).

 

The Acquisition and related transaction costs are being financed through a combination of: (i) the assumption of the Assumed Debt; (ii) the issuance of the Acquisition Shares; and (iii) a portion of the net proceeds of the Offering (as defined below).

 

 

 

 

Description of the Public Offering

 

The Company also announced today that it has entered into an agreement (the “Agreement”) with Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc.  (collectively, the “Agents” and each individually, an “Agent”), and has filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of Nova Scotia, British Columbia, New Brunswick, Newfoundland and Labrador, Ontario and Saskatchewan, pursuant to which the Company has agreed to issue, and the Agents have agreed sell, on a “commercially reasonable efforts” basis, a minimum of 12,500,000 common shares and a maximum of 40,000,000 common shares of the Company (the “Shares”) at a purchase price of $0.20 per Share (the “Offering Price”), for aggregate gross proceeds of up to $8,000,0000.

 

The Company has agreed to grant to the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Agents, any time not later than the 30th day following the Closing Date (as defined below), to offer up to an additional 6,000,000 common shares (the “Over-Allotment Shares”) at the Offering Price for additional gross proceeds of up to $1,200,000, for the purpose of covering over-allotments made in connection with the Offering and for market stabilization purposes. 

 

The Shares and the Over-Allotment Shares are collectively referred to herein as the “Offered Shares” and the offering of the Offered Shares by Company is hereinafter referred to as the “Offering”.

 

The Company has agreed to: (i) pay the Agents an advisory fee of $30,000 (plus HST) (the “Advisory Fee”) upon the execution of the Agency Agreement; (ii) pay the Agents a cash commission (the “Agents’ Fee”) equal to (A) 6.0% of the gross proceeds of the Offering, other than purchasers on the President’s List (as defined in the Agency Agreement), including the proceeds realized from the sale of any Offered Shares sold pursuant to the exercise of the Over-Allotment Option, and (B) 3.0% (plus applicable taxes) of gross proceeds of the Offering in respect of subscribers on the President’s List up to a maximum of $2,500,000, including the proceeds realized from the sale of any Offered Shares sold pursuant to the exercise of the Over-Allotment Option, less the Advisory Fee paid upon the execution of the Agency Agreement; and (iii) issue to the Agents non-transferable share purchase warrants (each, an “Agent Warrant”) equal to 6.0% of the number of the Offered Shares sold under the Offering (3.0% in respect of the President’s List), with each Agent Warrant exercisable into one common share of the Company at an exercise price equal to the Offering Price for a period of 24 months from the Closing Date.

 

The closing of the Offering is anticipated to occur on March 15, 2019 or such other date as the Company and the Agents may agree (the “Closing Date”).

 

A portion of the gross proceeds of the Offering will be used to finance the Acquisition and the Company’s expenses of the Acquisition. The Company also has a potential pipeline of qualified properties comprising approximately 500 units and $100,000,000 in estimated value. These opportunities are all in secondary markets in New Brunswick and Nova Scotia. Included in this pipeline are properties of similar size and financial metrics as the Noel Property. It is possible that the proceeds of the Offering will be utilized to acquire one of these properties in the second quarter of 2019. Included in such opportunities are the Company’s options to acquire two multi-unit residential properties adjacent to the Company’s already owned 41 Noel Avenue property, and the Noel Property which is the target of the Acquisition. Those purchase options consist of the building located at 51 Noel Avenue, pursuant to an option agreement entered into on February 15, 2019 (the “51 Noel Option”), and the building under construction at 60 Noel Avenue, pursuant to an amended and restated option agreement dated June 26, 2018 (the “60 Noel Option”). The 51 Noel Option is exercisable by the Company until January 31, 2020, unless extended for an additional 120 days at the Company’s option and upon payment of a non-refundable fee of $25,000. 51 Noel Avenue is a 47 unit building whose construction was completed in 2018. The 60 Noel Option is exercisable by the Company within 120 days of the vendor providing notice that it has leased a minimum of 95% of the apartments in the building and is extendable for an additional 120 days at the Company’s option and upon payment of a non-refundable fee of $25,000. Copies of the option agreements for the 51 Noel Option and 60 Noel Option are available on the Company’s SEDAR profile.

 

While the Company intends to use the proceeds of the Offering as described above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. In the event the Company is not able to complete the Acquisition, the Company will reallocate the proceeds of the Offering to fund other potential acquisitions, for capital expenditures and for other general purposes, which may include the repayment of existing debt of the Company.

 

The Acquisition, issuance of Acquisition Shares and the Offering will be subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV, and the applicable securities regulatory authorities. A copy of the preliminary short form prospectus is available on SEDAR under the Company’s profile at www.sedar.com.

 

The common shares subject to the Offering have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

 

About ViveRE Communities Inc.

 

ViveRE is a real estate acquisition and ownership company, focused on recently built or recently refurbished, highly leased multi-residential properties in secondary markets across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. This demographic is changing the way residential rental apartments cater to their requirements. Their desire for community, along with services 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 intends to consolidate this emerging market niche across the country.

 

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 “aims”, “intends”, “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 Acquisition, Acquisition Shares, the Offering, the size and pricing of the Offering, receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. 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.

 

Forward-looking information in this news release includes expectations relating to: the pipeline for future acquisitions which may be impacted by ViveRE’s ability to negotiate suitable terms, due diligence, access to capital and market conditions; operating results which may be impacted by unexpected vacancies and maintenance expenses; and availability of capital which may be impacted by the results of the offering, capital market and borrowing conditions. 

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.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

 

For further information, please contact:

 

Michael Anaka

Chief Executive Officer

902-440-7579

 

VIVERE COMMUNITIES INC. PROVIDES STRATEGIC AND BUSINESS UPDATE

Halifax, Nova Scotia – January 21, 2019 – 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 secondary markets 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 acquisition of 41 Noel Avenue, Saint John, 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.

 

Shares for Debt and Services

 

The company, in accordance with the terms of TSX Venture Exchange (“Exchange”) Policy 4.3 Shares for Debt, intends to issue 1,193,037 common shares of the Company at a deemed price of $0.12 per share to settle outstanding debt owed to non-arms length parties in the amount of $143,164.74 owed to various creditors of the Company for consulting fees for management services.  This issuance of common shares for debt is subject to the approval of the TSX Venture Exchange, disinterested shareholder approval and any other required regulatory approval.

 

The Company also intends to issue common shares of the Company to a number of officers, directors and consultants for ongoing services pursuant to consulting agreements between the Company and each of Trimaven Capital Advisors, Dr. Brian Ramjattan, THLA Services Ltd and Aconi Financial Corp Ltd (the “Consultants”) up to the amount of $110,000 every three months in accordance with the provisions of Exchange Policy 4.3, article 5 – Shares for Services. The common shares for ongoing services will only be issued after the services are performed by the Consultants. The deemed price of the shares to be issued will be determined at the end of each three month period at market price after the services are provided by the Consultants. The first three month period will end on February 28, 2019. This issuance of common shares for services to the Consultants is subject to the approval of the TSX Venture Exchange, disinterested shareholder approval and any other required regulatory approval.

 

Stock Options

 

The Company also announces that it has granted 200,000 stock options to certain officers and directors of the Company at an exercise price of $0.12 with a term of 10 years.

 

 

On behalf of the Board of Directors of ViveRE Communities Inc.

 

Jamie Nicoll

Executive Vice President

 

For further information contact:

Jamie Nicoll

Executive Vice President

902-441-2654

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.

VIVERE COMMUNITIES INC ANNOUNCES CHANGES TO MANAGEMENT, BOARD AND STRATEGY

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

Bedford, Nova Scotia – September 14, 2018 – ViveRE Communities Inc. (formerly, NSX Silver Inc.) (TSX.V: VCOM) (the “Company”) is pleased to announce strategic changes to its Management team, Board of Directors and business strategy.

 

The ViveRE Communities Inc. Board is pleased to announce the appointment of Mike Anaka CPA, ICD.D as Chief Executive Officer. Mr. Anaka is formerly Atlantic Regional Managing Partner, PricewaterhouseCoopers LLP, having retired after a 35 year career in professional services. Mike has assisted companies from start-up to multi-national advising management and Boards on all matters of reporting, transactions and finance. His expertise in advising high-growth companies will be of critical importance to ViveRE Communities Inc. 

 

Mr. David Pappin, a 29 year veteran of the real estate business, with over $2.5B of transactional experience, has joined the Board. David is President of Integrated Asset Management (IAM) Real Estate Group (TSX:IAM), a provider of fund management and advisory services to institutional pension funds, endowments and high net worth clients. Currently IAM Real Estate Group manages assets of approximately $1B in three active funds.

 

Also joining the Board is Mr. Drew Koivu, Drew is Principal, Capital Markets Group, Multi-Family, Sales at Avison Young. Drew is a member of the National Apartment Team, collaborating with colleagues and clients on multi-residential property transactions across North America. He was formerly responsible for fund raising and oversight of day to day operations, as well as assisting the team with acquisitions and dispositions of multi-residential properties He has been responsible for more than $1.5B of investment sales.

 

Mr. Pappin and Mr. Koivu join Board members T. Richard Turner, Dr. Brian Ramjattan, Jeffrey Dean, Kent Farrell, Michael Anaka and Jamie Nicoll.

 

The Board has elected T. Richard Turner as Chairman, drawing upon his experience as Chairman and Director of public companies and organizations such as Invesque (TSX:IVQ), Pure Industrial REIT (TSX:AAR.UN), Sunrise Senior Living REIT (SRZ:NYSE), Healthlease Properties REIT (HLP.UN:TSX), Insurance Corporation of British Columbia, BC Lotteries and the Vancouver Board of Trade. Mr. Turner has more than 30 years of real estate experience and holds the ICD.D designation from the Institute of Corporate Directors.

 

The Board is also pleased to announce the appointment of Mr. Glenn Jessome, JD, MBA as Corporate Secretary. Mr. Jessome has spent his career working as a securities lawyer in Halifax, Nova Scotia. He is a member of the National Advisory Committee for the TSX Venture Exchange.

 

Glenn Holmes, CFO has resigned from the Board and as Corporate Secretary of ViveRE Communities Inc. Mr. Holmes has served on the Board since the Company’s inception, and resigns to focus on his role as Chief Financial Officer.

 

 

ViveRE plans to acquire recently built or refurbished, highly leased multi-residential properties in secondary markets 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 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. 

 

On behalf of the Board of Directors of ViveRE Communities Inc.

 

Jamie Nicoll

Executive Vice President and Director

 

For further information contact:

Jamie Nicoll

Executive Vice President and Director

902-441-2654

 

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.

 

 

VIVERE COMMUNITIES INC. ANNOUNCES COMPLETION OF CHANGE OF BUSINESS TRANSACTION, REACTIVATION TO THE TSXV AND RELATED MATTERS

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES

PRESS RELEASE

Bedford, Nova Scotia – August 23, 2018 – ViveRE Communities Inc. (formerly, NSX Silver Inc.) (TSX.V: VCOM) (the “Company”) is pleased to announce that it has completed its previously announced change of business transaction (the “Transaction”). As announced on August 22, 2018, the Company received conditional approval for the Transaction from the TSX Venture Exchange (the “TSXV”) and filed a Filing Statement, dated August 21, 2018, in respect of the Transaction under the Company’s profile on SEDAR at www.sedar.com.  

Immediately prior to the Transaction, the Company’s name was changed to “ViveRE Communities Inc.”. In addition, effective August 22, 2018, the Company completed its previously announced private placement of Series A and Series B convertible debentures (the “Debentures”) for aggregate gross proceeds of $1,300,000. The Debentures are secured against certain assets of the Company and its subsidiary, are for a 2-year term and bear an interest rate of 12%, payable half in shares and half in cash. The Debentures are convertible into units of the Company at a price of $0.15 per Debenture, such units consisting of one common share in the capital of the Company (the “Common Shares”) and one Common Share purchase warrant, each such warrant entitling the holder to acquire one Common Share for a period of 24 months from the date of issuance of the warrant at a price of $0.175 per Common Share. The proceeds of this financing were used to finance the Transaction and for general corporate and working capital purposes.

Pursuant to the Transaction, the Company, indirectly through its wholly owned subsidiary, 10664316 Canada Inc., acquired all of the real property located at 41 Noel Avenue, Saint John, New Brunswick from Village View No. 1 Limited Partnership, which constitutes a “change of business” in accordance with the policies of the TSXV and allows the Company to reactivate from the NEX board to the TSXV. The acquired property consists of a 31 unit multi-family apartment building constructed in 2014, featuring 31 units with monthly rental prices ranging from a low of $950 for a one bedroom to $1,500 for a large two bedroom. Following the completion of the Transaction, the Company will actively own and manage multi-unit residential real estate communities suited to the 55+ resident. The company intends to offer a menu of services and amenities that enhance the lifestyle and independence of this growing part of Canada’s population.

In connection with the Transaction, the Company issued to the vendor 666,667 units of the Company representing a market value of $100,000 at a price of $0.15 per unit (the “Vendor Take-back Financing”), each unit consisting of Common Share and one-half of one Common Share purchase warrant, each full warrant entitling the holder to acquire one Common Share for a period of 24 months from the date of issuance of the warrant at a price of $0.25 per Common Share (a “Unit”).

The Common Shares and warrants issued to the vendor are subject to a four-month hold period until December 24, 2018. The Common Shares and warrants to be issued to the debentureholders upon conversion of the Debentures are subject to a four-month hold period until December 23, 2018.

Concurrent Private Placement

Non-Brokered Private Placement

Effective August 22, 2018, the Company completed a non-brokered private placement of two-year convertible debentures, earning interest at a rate of 12%, issued at a price of $1,000 per debenture, for aggregate gross proceeds of C$800,000, as further described in the Company’s Filing Statement, dated August 21, 2018, and previous news releases.

Effective August 22, 2018, the Company also closed a non-brokered private placement of 100,000 Subscription Receipts on the same terms as the Brokered Offering for gross proceeds of $15,000 (the “NB Subscription Receipts”).

Brokered Private Placement

Following closing of the Transaction, the Company’s outstanding NB Subscription Receipts and the subscription receipts issued upon closing of the Company’s brokered private placement financing (the “Brokered Subscription Receipts” and, together with the NB Subscription Receipts, the “Subscription Receipts”) as described in the Company’s news release, dated August 22, 2018 (the “Brokered Offering”), automatically converted into an aggregate of 7,170,067 Common Shares in the capital of the Company and 3,585,034 Warrants.

Aggregate proceeds of C$1,075,510.05, which had been held in escrow in accordance with the terms of the Subscription Receipts, have been released to the Company.

Effective August 22, 2018 (the “Offering Closing Date”), the Company also closed a brokered private placement (“Series B Brokered Offering”) of two-year convertible debentures, earning interest at a rate of 12%, issued at a price of $1,000 per debenture, for aggregate gross proceeds of C$500,000 as further described in the Company’s Filing Statement, dated August 21, 2018, and previous news releases.

The Brokered Offering and the Series B Brokered Offering was brokered by a syndicate of agents led by Echelon Wealth Partners Inc. (“Echelon”) and Industrial Alliance Securities Inc. (together with Echelon, the “Agents”).

As consideration for their services in connection with the Transaction, the Company has paid the Agents a cash commission equal to $116,235.71 and issued to the Agents 681,572 compensation options, each Compensation Option entitling the holder to acquire one Unit at $0.15 until the date that is 24 months from the Offering Closing Date.

Directors & Officers

The following is a brief description of the names and backgrounds of the individuals who will be appointed as the directors and senior officers of the Company post-Transaction:

Richard Turner – Director – Mr. Turner currently serves on the board of a number of private and public companies, including Board Chair and Audit Committee Chair of Invesque Inc. (TSX: IVQ); Director and Audit Committee member of WesternOne Inc.(TSX:WEQ) and Director and Audit Committee Chair of Vancouver Fraser Port Authority. Mr. Turner was Board Chair of Pure Industrial REIT (TSX:AAR.UN); Director and Audit Committee Chair of the Organizing Committee of the Vancouver 2010 Olympic and Paralympic Winter Games (VANOC); Board Chair of the Insurance Corporation of BC; Board Chair of the British Columbia Lottery Corporation; Chair and Governor of the Vancouver Board of Trade; Governor of the B.C. Business Council and director, President and Chief Executive Officer of the operating subsidiary of IAT Air Cargo Facilities Income Fund, a business involved in the development and management of real estate at airports. Mr. Turner serves as the Honorary Consul for the Hashemite Kingdom of Jordan in Vancouver. In 2003, Mr. Turner received H.R.H. Queen Elizabeth's Golden Jubilee Award for public service in Canada. Mr. Turner holds a Bachelor of Commerce in Finance from the University of British Columbia and holds the ICD.D designation.

Jeffrey Dean – Director – Mr. Jeffrey Dean is a Managing Partner at Maven Capital, an advisory and private equity firm based in Toronto.   Mr. Dean has over 18 years of investment banking experience. Prior to co-founding Maven Capital in 2012, Mr. Dean was a Director at RBC Capital Markets. Mr. Dean has significant experience in real estate, mergers and acquisitions, fairness opinions and valuations, corporate governance, equity and debt financing for both public and private companies and property portfolio advisory. Over the last 18 years, Mr. Dean has advised on over $13 billion of public M&A transactions, $15 billion of debt and equity financings and more recently has been focused on corporate and shareholder governance. He is also a trusted advisor to a number of senior management teams and public/private boards of directors in the real estate space.  Mr. Dean has a Bachelor of Commerce (High Distinction) from the University of Toronto.

Kent Farrell – Director – Mr. Kent Farrell is a Managing Partner at Maven Capital, an advisory and private equity firm based in Toronto. Mr. Farrell has more than 20 years of experience in public and private capital markets, corporate finance and mergers and acquisitions. Prior to joining Maven Capital in 2017, Mr. Farrell served as the Head of Equity Sales for Credit Suisse Canada for five years. In that capacity, Mr. Farrell managed all aspects of the Canadian sales team effort including the onboarding of new global institutional investors, the distribution of the firm's equity research product, the coordination of corporate marketing and the selling of both primary and secondary equity offerings. Along with his tenure at Credit Suisse, he held senior roles at leading investment banks, specifically, Bank of America Merrill Lynch and Morgan Stanley. Mr. Farrell has been a large contributor to his firm's campaigns with the United Way Foundation. Mr. Farrell was formerly a Director of Mundo Inc. and is currently a director of Canaccord Genuity Acquisition Corp. He holds an MBA from the Ivey School of Business and a Bachelor of Arts from the University of Western Ontario.

Dr. Brian Ramjattan – Director – Dr. Brian Ramjattan is the President and CEO of Miranda Management, a privately held real estate investment company specializing in identifying undervalued properties and increasing their value through lease restructuring and repurposing. He is also the President and CEO of Canadian AV Inc., one of the largest AV companies in Atlantic Canada, and a director of Work Global Canada, a national recruitment and immigration firm specializing in accessing foreign workers. Dr. Ramjattan has been a family doctor for 27 years, and he is the President and CEO of First Line Medical Services Inc., a company that conducts clinical trials to develop pharmaceuticals. He is also a Clinical Associate Professor at Memorial University in the Discipline of Faculty Medicine.

Mr. Michael T. Anaka, ICD.D – Director. Mr. Anaka is a Chartered Professional Accountant based in Dartmouth, Nova Scotia. He has served in a number of leadership roles during his more than 35 year tenure with PricewaterhouseCoopers LLP, including Managing Partner, Atlantic Canada and Regional Office Representative on the Canadian Leadership Group. Mike has extensive experience in the areas of financial reporting, internal controls, operating efficiencies and effectiveness and corporate finance. He has served public and private companies ranging from start-ups to multi-national enterprises. He is currently Chief Financial Officer for Nobelium Tech Corp., a capital pool corporation listed on the TSX-V, and serves on the board of directors of Oceanus Resources Corporation (TSX-V).

James Nicoll – President, Chief Executive Officer and Director –. Mr. Nicoll has been the principal of Debenti Merchant Financial Services Ltd., a private company providing management and corporate finance services to private and public companies, since 2013. He has extensive experience in capital markets and finance. He is the former CEO of Canasur Gold and Nova Georgia Properties, VP Corporate Finance, PricewaterhouseCoopers and Yorkton Securities, and has served as the Chief Executive Officer of a real estate company with a portfolio of multi-family residential properties in the United States. He was a Commissioner of the Nova Scotia Securities Commission. His career in financial services started as a stock broker with RBC Dominion Securities be-fore joining Beacon Securities.

Glenn A. Holmes – Chief Financial Officer, Corporate Secretary and Director – Mr. Holmes, CPA, CA is a business executive with over 30 years experience in the financial management and administration of public exploration and mining companies. He has been extensively involved in equity financings, project debt financings, corporate acquisitions, mining feasibility studies and mine development projects. Mr. Holmes is Chief Financial Officer of Oceanus Resources Corporation and NSGold Corporation. He was previously Chief Financial Officer of Etruscan Resources and Vice President Finance of NovaGold Resources. He received a Bachelor of Commerce degree with honors from Saint Mary's University in 1988. 

Shares for Debt Transaction

Concurrent with the close of the Transaction, the Company settled $741,057 of outstanding accounts payable, shareholder advances and bridge loans through the issuance of an aggregate of 6,175,475 Common Shares, at a deemed issue price of $0.12 per Common Share. Services provided by non-arm’s length parties included in the Shares for Debt Transaction have been approved by written consent of the majority of disinterested shareholders of the Company.

Escrowed Securities

Pursuant to the policies of the TSXV, certain securities issued to Principals of the Company post-Transaction shall be subject to Tier 1 and/or Tier 2 escrow conditions. In connection with such escrow conditions, such Principals will enter into a Tier 1 Escrow Agreement and/or Tier 2 Escrow Agreement, as applicable.

Under the Tier 1 Escrow Agreement, 25% of the escrowed securities will be released on the issuance of the Final Exchange Bulletin (the "Initial Release") and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

Under the Tier 2 Escrow Agreement, 10% of the escrowed securities will be released on the same date as the Initial Release pursuant to the Tier 1 Escrow Agreement and an additional 15% will be released on each of the dates which are 6 months, 12 months, 18 months, 24 months, 30 months and 36 months following the Initial Release.

The escrowed securities may not be transferred without the approval of the TSXV for release or transfer other than in specified circumstances set out in the Tier 1 Escrow Agreement and/or Tier 2 Escrow Agreement, as applicable.

Change of Name and Stock Symbol

In connection with the closing of the Transaction, the Company changed its name from “NSX Silver Inc.” to “ViveRE Communities Inc.” and changed its stock symbol to “VCOM”.

Completion of the Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of ViveRE Communities Inc. should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

On behalf of the Board of Directors of ViveRe Communities Inc.

Jamie Nicoll

Chairman and Executive Vice President

 

For further information contact:

Jamie Nicoll

Chairman and Executive Vice President

902-441-2654

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 timing and completion of the proposed Transaction, the Meeting and the Concurrent Financing, the acquisition of the Target Assets by ViveRE Communities Inc., the capitalization of the resulting issuer, the future operations of NSX and the resulting issuer 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 proposed Transaction, the Meeting, the Concurrent Financing, the acquisition of the Target Assets by ViveRE Communities Inc., the capitalization of the resulting issuer and the future plans and objectives of ViveRE Communities Inc. and the resulting issuer, 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 the failure to satisfy the conditions to completion of the Transaction set forth above and 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. As a result, ViveRE Communities Inc. cannot guarantee that the proposed Transaction will be completed on the terms and within the time disclosed herein or at all. 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.

NSX Silver Announces Proposed Acquisition, Change Of Business And Name Change

Bedford, Nova Scotia – July 31, 2017 - NSX Silver Inc. (TSXV:NSY.H) (“NSX Silver” or the “Company”) announces that it has entered into a letter of intent with Village View Limited Partnership No.1 to acquire all of the real property located at 41 Noel Avenue, Saint John, New Brunswick (“41 Noel Avenue”). 41 Noel Avenue is a multi-unit residential property totaling 31 units.

Transaction

NSX Silver will acquire 41 Noel Avenue for an aggregate purchase price of $4,900,000 subject to adjustments at closing. NSX Silver will assume collateral mortgages currently held by Village View Limited Partnership No.1 in the aggregate amount of $3,166,000 with the balance of the purchase price payable in cash from the proceeds of a private placement financing that NSX Silver expects to complete concurrent with the closing of this transaction (the “Transaction”).

Change of Business

Completion of the Transaction as contemplated would constitute a change of business (“COB”) in accordance with TSX Venture Exchange (“TSXV” or the “Exchange”) Policy 5.2., Changes of Business and Reverse Take-overs, as the Company’s current business is exploration for minerals. The proposed Transaction would see the Company engage in the ownership and management of multi-unit residential real estate. As a result, the Transaction is subject to Exchange acceptance and will also require the approval of the shareholders of NSX Silver.

Change of Name

The Company intends to change its name from NSX Silver Inc. to Vivere Communities Inc, as approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders held on June 28, 2017. The company will reserve an appropriate trading symbol to correspond with the name change. Both the change of name and trading symbol are subject to approval by the Exchange.  

Listing

It is contemplated that the proposed Transaction would meet the criteria for a listing on the TSXV and allows the company to move from the NEX to TSXV, subject to approval of the Exchange.

Conditions

The Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, arrangement of financing, approval by the shareholders of NSX Silver and approval by the Exchange.

In accordance with Exchange policy, the Company’s shares are halted from trading and will remain halted until such time as determined by the Exchange, which, depending upon the policies of the Exchange, may not be until the completion of the Transaction. The Company will provide further details in respect of the Transaction in due course by way of news releases.

For further information, please contact:

James Nicoll
Director, NSX Silver Inc.
(902) 441-2654

jnicoll@vivcom.ca

 

Neither 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 release.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of [insert name of Issuer] should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

(Not for distribution to US wire services or for dissemination in the United States of America)

 

What to read: renting vs. buying a retirement nest

The Toronto Star's Wealth Management column recently published Retirees find financial freedom in renting after selling their homes, an excellent editorial highlighting some of the financial boons associated with downsizing to a rent model as opposed to owning.

The article touches on how retirees commit their time and their energy, and the positive effects renting can have not only in terms of financial freedom, but also one's capacity to redirect their efforts away from maintaining a large, often partially-empty home, towards pursuits more meaningful to them.

The full article is an insightful deep-dive on the financial implications of owning vs. renting, and can be read here or by following the link above.