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. Download the PDF of the complete news release here.
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.
Forward Looking Statement Caution
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward looking information. Forward looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the Company’s profile and on the Company’s website, www.elementlifestyleretirement.com. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.