Nova Scotia, Canada – May , 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:
Anticipated Holdings of Issued
Anticipated % of Issued and
and Outstanding Common
Outstanding Common Shares after
Shares after the Issuances
Dr. Brian Ramjattan
Jeffrey Dean & Kent Farrell
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.
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:
Chief Executive Officer