pcNewsWire – Element Lifestyle Retirement Inc. (TSX-V: ELM) intends to close a non-brokered private placement offering of unsecured convertible debentures for gross proceeds of up to Cdn$6,000,000.
Proceeds will be used to fund a portion of the purchase price of a 1.96 acre property located along the harbourside of Victoria at Bayview Place, British Columbia.
News Release
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Element Lifestyle Retirement Announces $6 Million Convertible Debenture Private Placement Financing
June 19, 2017, Vancouver, B.C. – Element Lifestyle Retirement Inc. (TSX.V: ELM) (the “Company”) is pleased to announce a non-brokered private placement offering (the “Private Placement”) of unsecured convertible debentures (each, a “Debenture”) for gross proceeds of up to Cdn$6,000,000. The Company intends to use the net proceeds from the Private Placement to fund a portion of the purchase price of a 1.96 acre property located along the harbourside of Victoria at Bayview Place, British Columbia, on which it intends to develop, and subsequently operate, an inter-generational aging-in-place community, as further described in the Company’s news release dated April 28, 2017.
Each Debenture will have an issue price of Cdn$100, a term of five years from the date of issuance and will bear interest at a rate of 7% per annum, payable semi-annually, which, subject to regulatory approval, may be paid in common shares of the Company (“Shares”) at the option of the Company.
Each Debenture is convertible into Shares at the option of the holder at any time prior to redemption or maturity, as the case may be, at the price of Cdn$0.30 per Share (the “Conversion Price”), which is equivalent to 3,333 Shares for each Cdn$1,000 principal amount of Debentures, subject to adjustment in certain circumstances. Debentures must be converted in minimum amounts of Cdn$1,000.
The Company may redeem the Debentures in cash on and after July 1, 2019, in whole or in part from time to time without bonus or penalty, upon required prior notice at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, provided that the volume weighted average trading price of the Shares on the TSX Venture Exchange (the “Exchange”) for the 20 consecutive trading days prior to the five trading days on which notice of redemption notice is given is at least 125% of the Conversion Price.
Additionally, the Company will have the option, subject to regulatory approval, to repay the principal amount of the Debentures in Shares on redemption or maturity, provided certain circumstances are met including but not limited to: no default has occurred and is continuing at such time, and the trading price of the Shares for the 20 consecutive trading days ending five trading days prior to the date of the redemption notice or maturity date, as the case may be, is at least 150% of the Conversion Price.
The Private Placement is subject to certain conditions including, but not limited to, the acceptance of the Exchange. The Debentures and Shares issued upon conversion thereof will be subject to a four month hold period from the date of issuance of the Debentures in accordance with applicable securities laws and, if required, the policies of the Exchange. A cash finder’s fee within Exchange policy guidelines may be paid in connection with the Private Placement.
The securities being offered 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 applicable securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent of such registration or an applicable exemption from such registration requirements. This press release does not constitute an offer for sale of, or a solicitation of an offer to buy, the securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted, including, but not limited to, the United States (“United States” and “U.S. person” are defined in Regulation S under the U.S. Securities Act).
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 “Continuum‐of‐Lifestyles” 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.
“Michael Diao”
Chief Executive Officer and Director
michaeldiao@elementliving.com
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.
