Kingsway Arms Retirement Residences Inc.

January 23, 2015 10:23 ET

Kingsway Arms Retirement Residences Inc. Announces Private Placement and Early Warning of Chairman Dan Amadori

TORONTO, ONTARIO--(Marketwired - Jan. 23, 2015) - Kingsway Arms Retirement Residences Inc. (TSX VENTURE:KWA) (the "Company" or "Kingsway") has secured a $36,000 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 720,000 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 January 23, 2020 if unexercised by that date. After giving effect to the private placement, the Company will have 18,620,000 common shares issued and outstanding. Closing of the private placement is subject to the receipt of final acceptance from the TSX Venture Exchange.

As a result of the private placement, Mr. Amadori will have ownership, control and direction over (directly and indirectly) 1,820,000 common shares, representing 9.77% 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) 1,820,000 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 4,140,000 common shares, representing approximately 19.77% of the securities of the Company on a partially-diluted basis. As a result of the private placement, Mr. Amadori has acquired securities convertible into a further 5.92% of the outstanding securities of the Company since the issuance of the news release required under the early warning requirements dated December 16, 2013.

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.

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.

Contact Information

  • Kingsway Arms Retirement Residences Inc.
    Mr. Dan Amadori
    Chair, Board of Directors