Kingsway Arms Retirement Residences Inc. Announces Private Placement and Early Warning of Chairman Dan Amadori
17 December 2013 - 8:48AM
Marketwired
Kingsway Arms Retirement Residences Inc. Announces Private
Placement and Early Warning of Chairman Dan Amadori
TORONTO, ONTARIO--(Marketwired - Dec 16, 2013) - Subject to the
receipt of final approval from the TSX Venture Exchange, Kingsway
Arms Retirement Residences Inc. (TSX-VENTURE:KWA) (the "Company" or
"Kingsway") has secured a $15,000 private placement financing from
the Chairman of its Board of Directors, Dan Amadori. The private
placement is structured as a unit offering from treasury of 300,000
units at a price of $0.05 per unit. Each unit consists of one
common share and one common share purchase warrant to acquire an
additional common share at an exercise price of $0.05 per common
share. The warrants have a 5 year term and will expire on December
16, 2018 if unexercised by that date. After giving effect to the
private placement, the Company will have 17,900,000 common shares
issued and outstanding.
As a result of the private placement, Mr. Amadori will have
ownership, control and direction over (directly and indirectly)
1,100,000 common shares, representing 6.15% of the issued and
outstanding common shares of the Company on an undiluted basis. Mr.
Amadori also has ownership, control and direction over (directly
and indirectly) 1,100,000 common share purchase warrants, each
exercisable into one common share, and 500,000 options, each
exercisable into one common share. Assuming the exercise of these
convertible securities (but not convertible securities held by
others), Mr. Amadori would have ownership, control and direction
over an aggregate total of 2,700,000 common shares, representing
approximately 13.85% of the securities of the Company on a
partially-diluted basis.
The securities are being held by Mr. Amadori for investment
purposes. In the future, Mr. Amadori may, whether individually or
on a joint basis, directly or indirectly, increase or decrease his
beneficial ownership in the securities of the Company depending on
factors including, but not limited to, the business and prospects
of the Company as well as market conditions, whether in the open
market or by way of private placement or otherwise.
The private placement is exempt from the formal valuation and
minority approval requirements of Policy 5.9 / Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions as the fair market value of the Private
Placement is not more than twenty-five percent (25%) of the market
capitalization of the Company.
About Kingsway Arms
Retirement Residences Inc.:
Kingsway is the owner of senior housing facilities located in
Aurora, Ontario and in Clarington, Ontario. The Corporation
continues to actively pursue the acquisition of development of
additional senior housing facilities in order to grow the Company's
portfolio of properties.
Safe Harbor
Statement:
This press release contains forward-looking statements. Such
forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause the Company's actual
results to differ materially from those projected in such
forward-looking statements. In particular, factors that could cause
actual results to differ materially from those in forward-looking
statements include: our inability to obtain additional financing on
acceptable terms; risk that our facilities will not gain widespread
market acceptance; inability to compete with others who provide
comparable facilities. Forward-looking statements speak only as of
the date made and are not guarantees of future performance. We
undertake no obligation to publicly update or revise any
forward-looking statements. When used in this document, the words
"believe," "expect," "anticipate," "estimate," "project," "plan,"
"should," "intend," "may," "will," "would," "potential," and
similar expressions may be used to identify forward-looking
statements.
This press release is not an offer of securities for sale in the
United States. The securities of the Corporation referred to herein
have not been and will not be registered under the United States
Securities Act of 1933, as amended. Securities of the Corporation
may not be offered or sold in the United States absent registration
or an exemption from registration.
Neither the 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 press release.
For further information, please see the Material Change Report
that has been filed on SEDAR.
Kingsway Arms Retirement Residences Inc.Mr. Dan AmadoriChairman
of the Board of Directors5409 Eglinton Avenue West, Suite
209Etobicoke, ON M9C 5K6647-288-2942
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