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