Bedford -
NSX Silver Inc. (TSXV:NSY.H) (“NSX Silver” or the “Company”) announces that it has entered into a share purchase agreement (the “SPA”) with Residence Cameron Ltd. and Dr. Marc Louis Girouard to acquire all of the issued and outstanding shares of Residence Cameron Ltd. (“Cameron”). Cameron owns multi-unit residential properties totaling 63 units, at 64, 66 and 86 Cameron Street in Moncton, NB. Cameron is a New Brunswick incorporated company whose sole assets are the multi-unit residential properties in New Brunswick.
Transaction
NSX Silver Inc will acquire all of the shares of Cameron for an aggregate purchase price of $4,995,000 subject to adjustments at closing. NSX Silver will assume collateral mortgages currently held by Cameron with Caisse Populaire Sud-Est Ltee. and New Brunswick Housing Corporation in the aggregate amount of $4,186,000 with the balance of the purchase price payable in cash from the proceeds of a private placement financing that NSX Silver expects to complete concurrent with the closing of this transaction (the “Transaction”).
Change of Business
Completion of the Transaction as contemplated would constitute a change of business in accordance with TSX Venture Exchange (“TSXV” or the “Exchange”) Policy 5.2., Changes of Business and Reverse Take-overs, as the Company’s current business is exploration for minerals. The proposed Transaction would see the Company engage in the ownership and management of multi-unit residential real estate. As a result, the Transaction is subject to Exchange acceptance and will also require the approval of the shareholders of NSX Silver.
Change of Name
The Company intends to change its name from NSX Silver Inc. to Vivere Communities Inc, as approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders held on June 29, 2016. The company will reserve an appropriate trading symbol to correspond with the name change. Both the change of name and trading symbol are subject to approval by the Exchange.
Listing
It is contemplated that the proposed Transaction would meet the criteria for a listing on the TSXV and allows the company to move from the NEX to TSXV, subject to approval of the Exchange.
Conditions
The Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, arrangement of financing, approval by the shareholders of NSX Silver and approval by the Exchange.
In accordance with Exchange policy, the company’s shares are halted from trading and will remain halted until such time as determined by the Exchange, which, depending upon the policies of the Exchange, may not be until the completion of the Transaction. The Company will provide further details in respect of the Transaction in due course by way of news releases.
For further information, please contact:
James Nicoll, Director
NSX Silver Inc.
(902) 441-2654
jamie.nicoll@debenti.com
