ViveRE Communities To Upsize Previously Announced Common Share Offering To $8.5 Million

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

Halifax, NS/ December 4, 2020 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) is pleased to announce that due to strong investor demand in connection with its previously announced best efforts short form prospectus offering (the “Offering”), it has entered into an agency agreement with Echelon Wealth Partners Inc., as co-lead agent and sole bookrunner, Canaccord Genuity Corp., as co-lead agent, and Laurentian Bank Securities Inc. (collectively, the “Agents”), pursuant to which the Company and the agents have agreed to upsize the Offering to up to a total of 42,500,000 common shares (“Common Shares”) at a price of $0.20 per Common Share for aggregate gross proceeds of up to $8,500,000. 

The Company has also granted 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 15% common shares (the “Over-Allotment Shares”) at the offering price for additional gross proceeds of up to $1,275,000, for the purpose of covering over-allotments made in connection with the Offering and for market stabilization purposes.

The Company also announces that it has today filed a final short form prospectus in connection with the Offering (the “Prospectus”).

The gross proceeds of the Offering will be used to finance the previously announced acquisition of three multi-family properties in Moncton, New Brunswick, located at 2380 Mountain Road (64 units), 27 Edmond Street (18 units) and 50 Maplewood Drive (13 units), and the multi-family property located at 51 Noel Avenue in Saint John, New Brunswick (42 units) (the “Acquisitions”) with the balance used for costs of future acquisitions, working capital and general corporate purposes. The Company expects the Acquisitions to close in December 2020.

The Offering and the Acquisitions are subject to TSX Venture Exchange (“TSXV”) final acceptance of requisite regulatory filings. The closing of the Offering is anticipated to occur on December 11, 2020 (the “Closing Date”) or such other date as the Company and the Agents may agree.

The Company also wishes to clarify that the previously announced annual dividend of 0.002 per Common Share, to be paid quarterly commencing in the first quarter of 2021, shall be conditional upon the closing of the Acquisitions (not conditional on the completion of the Offering, as previously announced).

Further details of the Offering and the Acquisitions are described in the Prospectus, filed with Canadian securities regulators. A copy of the 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 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 55+ active living segment. 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 intends to consolidate this emerging market niche. The Company currently owns 391 units in New Brunswick and Ontario. ViveRE has also developed a robust pipeline of qualified properties for potential acquisition. By Screening the properties identified to match the criteria set out in the Company business plan (proximity to healthcare, amenities, services and shopping), management has identified a significant pipeline of potential acquisitions for consideration by the Board of the Company.

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 Acquisitions and 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: ViveRE’s ability to satisfy customary closing conditions with respect to the Acquisitions; 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; availability of capital which may be impacted by the results of the offering, capital market and borrowing conditions and the implementation of a $0.002 per common share dividend representing approximately a 10% payout ratio on expected 2021 AFFO. 

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