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DISSEMINATION IN THE UNITED STATES
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.
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.
Chairman and Executive Vice President
For further information contact:
Chairman and Executive Vice President
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.
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.