pcNewsWire – Element Lifestyle Retirement Inc. (TSX-V: ELM) intends to close a non-brokered private placement of a minimum of 7,500,000 and up to 12,500,000 units at $0.20 per unit for gross proceeds of a minimum of $1,500,000 and up to $2,500,000.
Proceeds of the Offering will be used to fund a portion of the $6.7 million purchase price for the 1.96 acres property located along the harbourside of Victoria at Bayview Place, British Columbia, that it plans to acquire.
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Element Lifestyle Retirement Announces Private Placement
May 25, 2017, Vancouver, BC – Element Lifestyle Retirement Inc. (the “Company” or “Element”) (TSX.V: ELM) is pleased to announce its intention to complete a non-brokered private placement (the “Offering”) of a minimum of 7,500,000 and up to 12,500,000 units (the “Units”) at a price of CDN$0.20 per Unit for gross proceeds of a minimum of CDN$1,500,000 and up to CDN$2,500,000. Each Unit will consist of one common share in the capital of the Company (a “Share”) and onehalf of one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant will be exercisable to acquire one Share at an exercise price of CDN$0.30 per Share for a period of 24 months from the date of issuance, subject to the following acceleration right. If, at any time after the date that is 4 months and one day after the date of issuance of the Warrants, the closing price of the Company’s common shares on the TSX Venture Exchange (or such other stock exchange on which the common shares may be traded from time to time) is at or above CDN$0.50 per share for a period of 21 consecutive trading days (the “Triggering Event”), the Company may, within 10 days of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders of the Warrants, by way of news release, and in such case the Warrants will expire on the first business day after the day that is 30 days after the date on which such notice is given by the Company announcing the Triggering Event.
The Offering is available to investors in reliance on exemptions from the prospectus requirement set out in National instrument 45106 Prospectus Exemptions and to existing shareholders of the Company and to investors who have received investment advice in reliance on BC Instrument 45534 Exemption from prospectus requirement for certain trades to existing security holders and the corresponding blanket orders and rules in the other Canadian jurisdictions (collectively, the “Existing Security Holder Exemption”) and BC Instrument 45536 Exemption from prospectus requirement for certain distributions through an investment dealer and the corresponding blanket orders and rules in the other Canadian jurisdictions that have adopted the same or a similar exemption from the prospectus requirement (collectively, the “Investment Dealer Exemption”). The Existing Security Holder Exemption is available in each of the provinces and territories of Canada to a person or company who became a shareholder of the Company on or before May 24, 2017 and continues to be a shareholder of the Company, subject to a maximum investment of CDN$15,000 using the Existing Security Holder Exemption in a 12month period unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer in the shareholder’s jurisdiction. The Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick to a person or company who has obtained advice regarding
the suitability of the investment from a person registered as an investment dealer in such person’s or company’s jurisdiction. As required by the Existing Security Holder Exemption and Investment Dealer Exemption, the Company confirms there is no material fact or material change relating to the Company that has not been generally disclosed.
The Offering is subject to a minimum subscription amount of CDN$1,000.
If the Offering is oversubscribed, unless the Company determines to increase the maximum gross proceeds of the Offering and receives approval from the TSX Venture Exchange for such increase, the Company will allocate the Units issued under the Offering to those subscribers whose subscriptions were first received by the Company. A subscription will be deemed to be received when a completed subscription agreement together with payment of the subscription amount has been received by the Company.
Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a “related party transaction” as defined under Multilateral Instrument 61101 Protection of Minority Security Holders in Special Transactions (“MI 61101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company’s market capitalization.
Element expects that the net proceeds of the Offering will be used to fund a portion of the $6.7 million purchase price for the 1.96 acres property located along the harbourside of Victoria at Bayview Place, British Columbia, that it plans to acquire.
The Company may pay finder’s fees on a portion of the Offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation.
Closing of the Offering is subject to approval of the TSX Venture Exchange.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.
About Element Lifestyle Retirement Inc.
Element was established in June 2013 in Vancouver, British Columbia and is in the business of providing specialized development expertise and flexible, innovative management services for intergenerational retirement communities. Since Element’s inception, the Company’s revenue model has been based on the development and management of third party assets in the “retirement community” space. The Company has now moved into the acquisition arena with the purpose of building a high-quality asset portfolio that is directly owned including real estate, purchasing potential existing operations and ultimately, operating the properties that the Company develops. The organization aspires to be one of the most respected aging-in-place retirement living specialists in North America, emphasizing the intergenerational “ContinuumofLifestyles” model, which encompasses a smooth, seamless transition for seniors from independence to assisted living to complex care, in an environment that integrates accommodation and activities for all ages, all in the same residential community. The management team of Element has several decades of experience developing and operating retirement communities.
ON BEHALF OF THE BOARD OF DIRECTORS
ELEMENT LIFESTYLE RETIREMENT INC.
Chief Executive Officer and Director
For further information, please visit www.elementlifestyleretirement.com or contact Investor Relations at (604) 676-1418.
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.
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.
SOURCE: Element Lifestyle Retirement Inc.