pcNewsWire – Element Lifestyle Retirement Inc. (TSX-V: ELM) has closed previously announced non-brokered private placement, issuing 12,646,111 units at $0.20 per unit for gross proceeds of $2,529,222.
Element expects that the net proceeds will be used to fund a portion of the $6.7 million purchase price for the 1.96 acre property located along the harbourside of Victoria at Bayview Place, British Columbia, that it plans to acquire.
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Element Lifestyle Retirement Closes Oversubscribed Equity Private Placement
July 4, 2017 – Vancouver, British Columbia. Element Lifestyle Retirement Inc. (“Element” or the “Company”) (TSX Venture Exchange: ELM) is pleased to announce that it has closed the non-brokered private placement (the “Offering”) described in its news release of May 25, 2017 and was oversubscribed.
In connection with the closing of the Offering, the Company issued an aggregate of 12,646,111 units (the “Units”) at a price of Cdn$0.20 per Unit for gross proceeds of Cdn$2,529,222. Each Unit consists of one common share in the capital of the Company (a “Share”) and one half of one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an exercise price of Cdn$0.30 per Share until June 30, 2019 which is 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”), in which 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.
Related parties of the Company and their associated entities acquired an aggregate of 1,688,611 Units in the Offering, which participation constituted a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by subscribers, nor the consideration for the Units paid by such subscribers, exceed 25% of the Company’s market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the Offering less than 21 days before completion of the Offering, which is necessary to complete the Offering in an expeditious manner and is reasonable in the circumstances.
Element expects that the net proceeds of the Offering will be used to fund a portion of the Cdn$6.7 million purchase price for the 1.96 acre property located along the harbourside of Victoria at Bayview Place, British Columbia, that it plans to acquire.
Don Ho, President, states, “This is a noteworthy step forward in our funding plans for the acquisition and development of the Bayview Place property. We are continuing to implement our financing arrangements with a view to being able to initiate development and construction planning in the near term.”
The Company will pay aggregate finder’s fees to Haywood Securities Inc., an arm’s length party, of Cdn$350, payable in cash, in connection with subscriptions from subscribers introduced to the Offering.
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 “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.
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.