Captiva Verde Land Corp Announces 2 Million Unit Private Placement

Coquitlam, British Columbia–(Newsfile Corp. – November 7, 2018) – Captiva Verde Land Corp (CSE: PWR) (“Captiva”), is pleased to announce that it has confirmed a Private Placement for 2 million units at $0.14 per unit. Each unit comprises one common share and one half of one common share purchase warrant with a whole warrant exercisable into one common share at a price of $0.25 for a period of one year from the date of closing. The funds are for general corporate purposes.

About Captiva

Captiva Verde Land Corp is a sustainable real estate company that invests in assets that contain green residential communities, disruptive manufacturing facilities, organic food production and Cannabis operations. Captiva is listed as a Life Sciences company on the Canadian Securities Exchange under the symbol PWR.

On Behalf of the Board of Directors

“Jeff Ciachurski”

Jeffrey Ciachurski
Chief Executive Officer and
Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates”, “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

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Captiva Verde Land Corp Announces Mexican Cannabis Infused Alcohol Venture

Coquitlam, British Columbia–(Newsfile Corp. – November 5, 2018) – Captiva Verde Land Corp (CSE: PWR) (the “Captiva”), is pleased to announce that further to the Supreme Court of Mexico approving the legalization of cannabis for all forms of adult use, Captiva has reached an agreement with S & G Procesos Industriales, S.A de C.V (“S & G”) of Mexico, for the infusion of legal cannabis products into well established Mexican alcoholic products. The terms of the agreement, is the issuance of one million common shares of Captiva Verde Land Corp, payable to S & G upon approval of the Canadian Securities Exchange. S & G will be responsible for the infusion and distribution of the finished products for the local and export market. The millennial old process of infusing wines or alcohol with Cannabis has returned to center stage, as it is well documented, the health benefits of hemp and cannabis into quality drinks.

This venture is significant for Captiva as it is complementary to our strategy of acquiring from Mexican landowners, land and permits for the cultivation, processing and distribution of cannabis and hemp products.

About Captiva

Captiva Verde Land Corp is a sustainable real estate company that invests in assets that contain green residential communities, disruptive manufacturing facilities, organic food production and Cannabis operations. Captiva is listed as a Life Sciences company on the Canadian Securities Exchange under the symbol PWR.

On Behalf of the Board of Directors

“Jeff Ciachurski”

Jeffrey Ciachurski
Chief Executive Officer and
Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates”, “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Captiva Verde Land Corp Announces Legalization in Mexico

Coquitlam, British Columbia–(Newsfile Corp. – November 1, 2018) – Captiva Verde Land Corp (CSE: PWR) (the “Company”), is pleased to announce that last night, the Supreme Court of Mexico has handed down a ruling legalizing cannabis for all forms of adult use. This is significant for Captiva to acquire from Mexican landowners, land and permits for the cultivation, processing and distribution of cannabis and hemp products.

This ruling puts Captiva at a competitive advantage, due to the fact that cannabis and hemp related activities will likely need to move to Mexico, due to lower production costs. Canadian and US higher production costs and government tax rates in those countries will make cannabis products less affordable in those countries.

About Captiva

Captiva Verde Land Corp is a sustainable real estate company that invests in assets that contain green residential communities, disruptive manufacturing facilities, organic food production and Cannabis operations. Captiva is listed as a Life Sciences company on the Canadian Securities Exchange under the symbol PWR.

On Behalf of the Board of Directors

“Jeff Ciachurski”

Jeffrey Ciachurski
Chief Executive Officer and
Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates”, “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Captiva Verde Land Corp Announces Corporate Update

Vancouver, British Columbia–(Newsfile Corp. – October 24, 2018) – Captiva Verde Land Corp (CSE: PWR) (the “Company”) is pleased to announce several significant corporate updates.

Real Estate Subdivision in California

Our 1,012 lot $350 Million California subdivision, has very recently been designated by the US Federal Government as a Qualified Opportunity Zone. The US Treasury has released its first round of opportunity-zone regulations on Friday. Tapping $6.1 trillion in potential capital gains, opportunity zones are to reshape capital markets and reinvigorate dozens of major American cities. Tax benefits for structured capital infusions will encourage U.S. taxpayers to capitalize on real-estate projects, infrastructure and businesses in America’s heartland. This includes the offer of tax-free profits for investments held for a set period of time.

Today’s program aims to drive hundreds of billions of private dollars into more than 8,700 designated zones covering nearly 12% of the U.S. and 35 million people. Treasury Secretary Mnuchin’s conservative estimate is that this can translate to an average of more than $7,300 in investment for each household in these communities. Captiva is more than delighted by this program and will move forward with select investment funds on this new and focused tax-deferred and tax-advantaged capital structure, providing very low cost project capital, increasing the Captiva asset value, and avoiding any dilution to shareholders. Captiva owns 50% of this project.

Legal Hemp product sales program with Major North American Retailers

Captiva is acquiring from Greenbriar Capital Corp (“Greenbriar”), an immediate undivided 33.3% interest in and to a substantial production and marketing partnership agreement with the top Hemp branding and marketing firm in North America as well as the top “Big Box” Product Developer of membership based retail sales. Our Product Development Partner has sold many Billions of Dollars of products to the big box membership retailers over the past three (3) decades. Under this Agreement, Captiva and its partners have developed several established branded marketing lines of various highly regarded legal hemp products for major distribution. Details of the products are confidential but will be released in due course. Captiva is actively working to increase its 33.3% interest in the immediate future. Greenbriar was required to sell its interest as the Toronto Venture Exchange continues to prohibit Hemp related products in a business plan. Captiva is listed as a Life Sciences company on the Canadian Securities Exchange where such activities are permitted. The terms of the deal whereby Captiva has acquired Greenbriar’s interest will be announced shortly, as negotiations are underway for additional interest.

Discussions to acquire land and permits for Hemp production, processing and sales

Captiva is in discussions to acquire land and permits for the legal cultivation, processing and distribution of Hemp products within a very significant Latin American country. Captiva believes it will be successful in this acquisition. Information regarding the country at hand will be released shortly. Captiva believes most of the legal Hemp related activities will eventually need to move to Latin America, so as to be price competitive, and that Canadian and US production and government tax rates is simply too expensive for long term affordability.

About Captiva

Captiva Verde Land Corp is a sustainable real estate company that invests in assets that contain green residential communities, disruptive manufacturing facilities, organic food production and Cannabis operations. Captiva is listed as a Life Sciences company on the Canadian Securities Exchange under the symbol PWR.

On Behalf of the Board of Directors

“Jeff Ciachurski”

Jeffrey Ciachurski
Chief Executive Officer and
Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “anticipates”, “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

CHC Student Housing Announces Board Change

Toronto, Ontario–(Newsfile Corp. – September 21, 2018) – CHC Student Housing Corp. (TSXV: CHC) (“CHC” or the “Company”) announces that Gordon Pridham has resigned as a director of CHC and that Heather Fitzpatrick has been appointed a director of CHC, filling the vacancy resulting from Mr. Pridham’s resignation. In addition, the Company announces that Ronald Schwarz, a director of CHC, has been appointed Chair of the Board of Directors of the Company.

“We would like to thank Mr. Pridham for serving as a director and his contributions to the Company” stated Mr. Schwarz. “We also welcome Ms. Fitzpatrick to the Board and look forward to working with her.”

Heather Fitzpatrick is President and CEO and a director of Halmont Properties Corporation. Halmont is an investment company listed on the TSX Venture Exchange which invests directly and indirectly in real assets, including commercial buildings, forest properties and securities of companies holding property, energy and infrastructure assets.

Ms. Fitzpatrick’s appointment as a director of the Company remains subject to acceptance by the TSX Venture Exchange.

About CHC Student Housing Corp.

CHC Student Housing Corp. is an owner and operator of student housing properties which is focused on high quality properties in close proximity to universities in primary and well understood secondary markets in Canada.

Neither the TSX Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For more information, please contact:

Simon Nyilassy, President and Chief Executive Officer
CHC Student Housing Corp.
Telephone: (647) 288-9355
Email: snilassy@marigoldandassociates.com

CHC Student Housing Announces Results for the Quarter and Six Months Ended June 30, 2018

Toronto, Ontario–(Newsfile Corp. – August 30, 2018) – CHC Student Housing Corp. (TSX:CHC) (“CHC” or the “Company”)  announced today, results for the quarter and six months ended June 30, 2018. The Financial Statements and the Management’s Discussion and Analysis (“MD&A”) for the quarter and six months ended June 30, 2018 are available under CHC’s profile on SEDAR at www.sedar.com.

Highlights during the quarter and six months ended June 30, 2018:

  • Net Operating Income decreased by 2.7% or $19,969 and by 4.9% or $71,654, versus the comparable quarter and comparable six months in 2017, respectively.

  • Q2 2018 had a net income of $105,618 compared to a net loss in Q2 2107 of $280,152.

  • CHC completed a refinancing of $2,570,000 on the Trois Rivière Property that provided funds for renovations.

  • The Company entered into senior loan agreements with certain related parties and an independent investor for $750,000.

The Company’s remaining portfolio performed well in the second quarter with the London property enjoying high occupancy and a 100% pre-lease level for the September leasing cycle,” said Simon Nyilassy, President and CEO. “Progress was also made in refinancing our assets,” he added. “Management’s focus will continue to be improving the company’s capital structure and positioning CHC for growth in the future.”

Summary of Selected Financial and Operational Information

The selected financial information below is based on and derived from the financial statements for the quarter and six months ended June 30, 2018.

AFFO, FFO and Net income/(loss) Three Months
Ended
June 30
Six Months
Ended
June 30
2018 2017 2018 2017
Property revenues $1,123,963 $1,307,789 $2,312,419 $2,697,825
   Property operating expenses (416,948) (580,805) (911,460) (1,225,212)
Net Operating Income (NOI) $707,015 $726,984 $1,400,959 $1,472,613
   General & administrative expense (288,825) (354,398) (659,338) (636,833)
   Fair value adjustment of equity-based compensation 6,000 72,000 31,000 212,000
   Fair value adjustment on property held for sale 481,697 481,697
   Interest (800,274) (724,738) (1,499,198) (1,431,803)
   Gain on sale of Investment 37,785
Net income (loss) $105,613 ($280,152) ($244,880) ($346,238)
Net income (loss) per share — basic and diluted $0.04 ($0.12) ($0.09) ($0.14)
Funds From Operations (FFO)(1) ($376,084) ($280,152) ($726,577) ($384,023)
FFO per share ($0.14) ($0.12) ($0.27) ($0.16)
Adjusted Funds From Operations (AFFO)(1) ($378,507) ($321,370) ($764,107) ($549,451)
AFFO per share ($0.14) ($0.13) ($0.28) ($0.23)
Weight average shares outstanding(2) 2,716,465 2,434,188 2,716,465 2,434,188

 

(1) FFO and AFFO are non-IFRS performance measures. Please refer to definition of Non-IFRS Performance Measures on page 6 of the MD&A as well as the reconciliation from net loss on page below.
(2) After giving effect to a private placement on May 15, 2017.

Revenues decreased by 14.1% or $183,826 from the previous comparable quarter in 2017, primarily because of the sale of the Windsor Property in August 2017, which was partially offset by an increase of 3.1% in revenue at the remaining properties. NOI decreased by 2.7% or $19,969, compared to the comparable quarter in 2017, due to the sale of the Windsor Property but was substantially offset by improved performance at the remaining properties of 12.2%. General and administrative expenses were lower in Q2 2018 compared to Q2 2017 by $65,573 primarily due to lower accounting and audit fees.

AFFO loss was $378,084 during the quarter compared to a loss of $321,370 in Q2 2017, primarily due to lower revenues and higher expenses as discussed above and lower fair value adjustment on equity-based compensation. FFO loss for the three months ended June 30, 2018 and 2017 were $376,084 or $0.14 per share and $280,152 or $0.12 per share, respectively.

FFO & AFFO Reconciliation

The following table reconciles FFO and AFFO to IFRS net income (loss) and comprehensive income (loss):

Reconciliation from Net income (loss) to FFO & AFFO Three Months Ended
June 30
Six Months Ended
June 30
2018 2017 2018 2017
Net income (loss) $105,613 ($280,152) ($244,880) ($346,238)
Add:        
   Fair value adjustment on property held for sale (481,697) (481,697)
  Gain on sale of Investment (37,785)
Funds From Operations (FFO) (376,084) (280,152) ($726,577) ($384,023)
Add (subtract):



  Fair value adjustment of equity based compensation(1) (6,000) (72,000) (31,000) (212,000)
  Amortization of financing transaction costs 1,045 30,782 2,091 46,572
  Straight line rent 2,532 (8,621)
Adjusted Funds From Operations ($378,507) ($321,370) ($764,107) ($549,451)

 

(1) Compensation expense for option grants is based on the fair value of the options at the grant date and is recognized over the period from the grant date to the date the award is vested.  A liability is recognized for outstanding options based upon the fair value as the Company is a mutual fund corporation and there are retraction rights to the share conditions attached to the common shares.  During the period in which options are outstanding, the liability is adjusted for changes in the fair value with such adjustments being recognized as expense/(recovery) in the period in which they occur. The six months ended June 30, 2018 adjustment for stock-based compensation/(recovery) relates to the mark-to-market adjustment of options awarded in December 2014 and January 2015.

The following table reconciles IFRS cash used in operating activities to AFFO:

Reconciliation from cash used in operating activity to AFFO Three Months Ended June 30 Six Months Ended
June 30
2018 2017 2018 2017
Cash used in operating activities ($740,627) ($859,853) ($866,308) ($879,164)
Add (subtract):



  Net changes in working capital 380,075 547,021 145,569 348,940
  Depreciation (10,303) (8,893) (34,731) (17,747)
  Interest expense on mortgages payable (799,229) (693,956) (1,497,107) (1,385,231)
  Cash interest paid 791,577 694,311 1,488,470 1,383,751
Adjusted Funds From Operations ($378,507) ($321,370) ($764,107) ($549,451)

 

Financial Position

The Company had cash on hand of $614,398 as at June 30, 2018 compared to $333,126 as at December 31, 2018. The increase was the result of proceeds from the refinancing of Trois Rivière debt and notes payable to Directors.

Total assets at June 30, 2018 were $60,434,552 compared $59,468,771 at December 31, 2017 an increase of $965,781. This increase is due to improved cash positions and an increase in fair value adjustment on investment property held for sale.

Going Concern

The Company incurred a net loss of $244,880 for the six months ended June 30, 2018 (six months ended June 30, 2017 – net loss of $346,238) and as at June 30, 2018 had a working capital deficit of $3,692,364 (December 31, 2017 – $2,706,197) excluding mortgages payable. The Company has relied upon financing to fund its operations and acquisitions, primarily through debt and private equity placements. The ability of the Company to continue as a going concern is dependent on several factors, including its ability to secure additional funding.

  • The Company listed the Kingston Property for sale on March 29, 2018. Net proceeds from the sale which closed on July 31, 2018 will be used to fund ongoing operations and to repay the property mortgage. This asset is presented on the condensed consolidated interim statement of financial position as “Investment property held for sale” at June 30, 2018.

  • During the quarter the Company entered into senior loan agreements with certain related parties and an independent investor for $750,000 repayable on June 30, 2019, bearing interest at 8% per annum.

  • On June 30, 2018 the Company refinanced the Trois-Rivières Property with a new mortgage of $2,570,000 at an interest rate that is the greater of the Royal Bank of Canada prime lending rate plus 4.05% or 7.50%, interest is payable monthly. The mortgage matures on September 30, 2019.

  • The Company obtained extensions on the $33,000,000 first and $13,750,000 second mortgages on its’ London Property on substantially the same terms. Subsequent to June 30, 2018, these mortgages were refinanced.

In addition, the Company continues to explore all available options to continue with the refinancing and recapitalization of its assets and operations.

In the event the Company is unable to arrange appropriate financing or strategic alternatives, the carrying value of the Company’s assets and liabilities could be subject to material adjustment

About CHC Student Housing Corp.

CHC Student Housing (TSXV: CHC) is Canada’s only publicly traded company offering high-quality purpose-built multi-residential student housing properties strategically located on campus or in close proximity to universities and colleges providing students a safe and secure living environment, affordable prices and high-quality amenities. CHC is focused on acquiring, developing and managing student housing in primary and well understood secondary markets in Canada. For more information, visit CHC at www.chcstudenthousing.com.

Non-IFRS Performance Measures

The Company’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The following measures: net operating income (or “NOI”), funds from operations (or “FFO”), FFO per share, adjusted funds from operations (or “AFFO”) and AFFO per share, are not measures recognized under IFRS and do not have standardized meanings prescribed by IFRS, and should not be compared to or construed as alternatives to profit/loss, cash flow from operating activities or other measures of financial performance determined in accordance with IFRS. However, these non-IFRS measures are recognized supplemental measures of performance for real estate issuers widely used by the real estate industry, particularly by those publicly traded entities that own and operate income-producing properties, and the Company believes they provide useful supplemental information to both management and readers in measuring the financial performance of the Company. Further details on non-IFRS measures are set out in the Company’s Management’s Discussion and Analysis for the period ended December 31, 2017 and available on the Company’s profile on SEDAR at www.sedar.com.

Forward Looking Information

This press release contains forward-looking information within the meaning of Canadian securities laws. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Such information includes, without limitation, information regarding the business strategies of CHC. Although CHC believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. CHC cautions investors that any forward-looking information provided by CHC is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: CHC’s ability to complete proposed or contemplated transactions; the state of the real estate sector generally; recent market volatility; CHC’s ability to secure the necessary financing or to be fully able to implement its business strategies; and other risks and factors that CHC is unaware of at this time. A variety of factors, many of which are beyond the CHC’s control, affect the operations, performance and results of the Company and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to, the risks discussed in CHC’s materials filed with Canadian securities regulatory authorities from time to time, copies of which may be accessed through CHC’s profile on SEDAR at www.sedar.com. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information

The forward-looking information included in this press release relate only to events or information as of the date hereof. Except as specifically required by applicable Canadian law, CHC undertakes no obligation to update or revise publicly any forward-looking information, whether because of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:
CHC Student Housing Corp.
Simon Nyilassy
President and CEO
416 504-9380

CHC Student Housing Announces Results for the Quarter Ended March 31, 2018

Toronto, Ontario–(Newsfile Corp. – August 29, 2018) – CHC Student Housing Corp. (TSXV: CHC) (“CHC” or the “Company”) announced today results for the quarter ended March 31, 2018. The Financial Statements and related Management’s Discussion and Analysis (“MD&A”) for the quarter ended March 31, 2018, are available under CHC’s profile on SEDAR at www.sedar.com.

Highlights during the quarter ended March 31, 2018:

  • Net Operating Income decreased by 6.9% to $693,944 due to the sale of the Windsor property in August 2017.

  • Net loss was $350,493, compared to a net loss of $66,086 in Q1 2017. While revenues and NOI improved in the Company’s London Property, this was offset by the sale in August 2017 of the Company’s Windsor Property as well as higher G&A costs that included approximately $130,000 of failed deal costs.

  • In September 2017, the Company listed a property for sale. In January an offer was received and a shareholders’ vote was held on March 5, 2018, the offer was rejected by the shareholders.

  • A management reorganization was completed in March 2018 resulting in the establishment a new senior management team.

Summary of Selected Financial and Operational Information

The selected financial information below is based on and derived from the financial statements for the quarter ended March 31, 2018.

Statement of net loss and comprehensive loss Three Months Ended
March 31
2018 2017
Property revenues $1,188,456 $1,390,036
    Property operating expenses (494,512) (644,407)
Net Operating Income (NOI) $693,944 $745,629
    General & administrative expense (370,513) (282,435)
    Stock-based compensation — change in FMV 25,000 140,000
    Interest expense (698,924) (707,065)
    Gain on sale of investment properties 37,785
Net loss and comprehensive loss ($350,493) ($66,086)
Net loss per share — basic and diluted ($0.13) ($0.03)
Funds From Operations (FFO)(1) ($350,493) ($103,871)
FFO per share ($0.13) ($0.04)
Adjusted Funds From Operations (AFFO)(1) ($385,600) ($228,081)
AFFO per share ($0.14) ($0.10)
Distributions of cash dividends Nil Nil
Weight average shares outstanding(2) 2,716,465 2,335,181

 

(1) FFO and AFFO are non-IFRS performance measures. Please refer to definition of Non-IFRS Performance Measures below as well as the reconciliation from net loss on page 2 below.

(2) After giving effect to a private placement on May 15, 2017.

Revenues decreased by 14.5% or $201,580 primarily because of the sale of the Windsor Property in August 2017. NOI decreased by 6.9% or $51,685 also due to the sale of the Windsor Property. General and administrative expenses increased by 31.2% or $88,078, primarily due to transaction costs related to the failure to obtain shareholders approval for the sale of the London Property on March 5, 2018, offset by lower payroll costs.

AFFO loss increased by 69.1% or $157,519 primarily due to lower revenues and higher expenses as discussed above.

FFO & AFFO Reconciliation

The following table reconciles FFO and AFFO to IFRS net income (loss) and comprehensive income (loss):

Reconciliation from net loss to FFO & AFFO
Three Months Ended
March 31
2018 2017
Net loss and comprehensive loss ($350,493) ($66,086)
    Add:
    Gain on sale of investment properties (37,785)
Funds From Operations (FFO) ($350,493) ($103,871)
    Add/(subtract):
    Stock-based compensation — change in FMV(1) (25,000) (140,000)
    Amortization of financing transaction costs 1,046 15,790
    Straight line rent (11,153)
Adjusted Funds From Operations (AFFO) ($385,600) ($228,081)

 

(1) Compensation expense for option grants is based on the fair value of the options at the grant date and is recognized over the period from the grant date to the date the award is vested.  A liability is recognized for outstanding options based upon the fair value as the Company is a mutual fund corporation and there are retraction rights to the share conditions attached to the common shares.  During the period in which options are outstanding, the liability is adjusted for changes in the fair value with such adjustments being recognized as expense/(recovery) in the period in which they occur. The three months ended March 31, 2018 adjustment for stock-based compensation/(recovery) relates to the mark-to-market adjustment of options awarded in December 2014 and January 2015.

FFO for the three months ended March 31, 2018 and 2017 amounted to ($350,493) or ($0.13) per share and ($103,871) or ($0.04) per share respectively. AFFO for the three months ended March 31, 2018 and 2017 was ($385,600) or ($0.14) and ($228,081) or ($0.10) per share respectively.

The following table reconciles IFRS cash used in operating activities to AFFO:

Reconciliation from cash used in operating activity to AFFO Three Months Ended
March 31
2018 2017
Cash used in operating activities ($125,681) ($19,311)
Add/(subtract):
    Net changes in non-cash working capital (234,506) (198,081)
    Depreciation (24,428) (8,854)
    Interest expense on mortgages payable (697,878) (691,275)
    Cash interest paid 696,893 689,440
Adjusted Funds From Operations (AFFO) ($385,600) ($228,081)

 

Financial Position

The Company had cash on hand of $346,534 as at March 31, 2018, an increase of $13,408. The increase was the result of better cash management and the proceeds of a shareholder’s loan.

Total assets at March 31, 2018, were $ 59,590,889 compared $59,468,771 at December 31, 2017, an increase of $122,118. This increase is due to higher prepaid expenses along with higher accounts receivable.

Going Concern

The Company incurred a net loss of $350,493 for the three months ended March 31, 2018 (three months ended March 31, 2017 – net loss of $66,086) and as at March 31, 2018, had a working capital deficit of $3,561,565 (December 31, 2017 – $2,706,197) excluding mortgages payable.

The Company’s ability to continue operations in the normal course of business is dependent on several factors, including its ability to secure additional funding. At present, the Company has obtained extensions on the two mortgages of $33,000,000 and $13,750,000 due on the London Property to July 3, 2018. CHC is seeking a longer-term financing solution to be available at termination of these extensions.

In addition, the Company is exploring all available options to secure additional funding, examining and considering all strategic and financial alternatives potentially available with a view to enhancing shareholder value. Such alternatives may include, but are not limited to, the sale of the Company, or all or a portion of its assets, a merger or other business combination, a recapitalization or any combination thereof.

In the event the Company is unable to arrange appropriate financing or strategic alternatives, the carrying value of the Company’s assets and liabilities could be subject to material adjustment. Furthermore, these conditions indicate the existence of a material uncertainty that raises significant doubt on the Company’s ability to continue as a going concern.

On May 15, 2017, the Company closed on aggregate proceeds of $667,247 under a non-brokered private placement (the “Private Placement”). The Company used the proceeds of the Private Placement to address its current working capital position including to satisfy certain trade payables and to fund the Company’s operations while it pursues alternative financial.

On March 7, 2018, the Company entered into an interest free loan agreement with a shareholder for $150,000 repayable on March 1, 2019.

The Company listed the Kingston Property for sale on March 29, 2018. Net proceeds from the sale will be used to fund ongoing operations and to repay the property mortgage. There can be no assurance that the Company will be able to sell the property on terms that will enable it to repay any material amount of its debt, improve its financial position and fund its ongoing operations. This asset is presented on the consolidated interim statements of financial position as “Investment property held for sale” at March 31, 2018.

About CHC Student Housing Corp.

CHC Student Housing (TSXV: CHC) is Canada’s only publicly traded company offering high-quality purpose-built multi-residential student housing properties strategically located on campus or in close proximity to universities and colleges providing students a safe and secure living environment, affordable prices and high-quality amenities. CHC is focused on acquiring, developing and managing student housing in primary and well understood secondary markets in Canada. For more information, visit CHC at www.chcstudenthousing.com.

Non-IFRS Performance Measures

The Company’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The following measures: net operating income (or “NOI”), funds from operations (or “FFO”), FFO per share, adjusted funds from operations (or “AFFO”) and AFFO per share, are not measures recognized under IFRS and do not have standardized meanings prescribed by IFRS, and should not be compared to or construed as alternatives to profit/loss, cash flow from operating activities or other measures of financial performance determined in accordance with IFRS. However, these non-IFRS measures are recognized supplemental measures of performance for real estate issuers widely used by the real estate industry, particularly by those publicly traded entities that own and operate income-producing properties, and the Company believes they provide useful supplemental information to both management and readers in measuring the financial performance of the Company. Further details on non-IFRS measures are set out in the Company’s Management’s Discussion and Analysis for the period ended December 31, 2015 and available on the Company’s profile on SEDAR at www.sedar.com.

Forward Looking Information

This press release contains forward-looking information within the meaning of Canadian securities laws. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Such information includes, without limitation, information regarding the business strategies of CHC. Although CHC believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. CHC cautions investors that any forward-looking information provided by CHC is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: CHC’s ability to complete proposed or contemplated transactions; the state of the real estate sector generally; recent market volatility; CHC’s ability to secure the necessary financing or to be fully able to implement its business strategies; and other risks and factors that CHC is unaware of at this time. A variety of factors, many of which are beyond the CHC’s control, affect the operations, performance and results of the Company and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to, the risks discussed in CHC’s materials filed with Canadian securities regulatory authorities from time to time, copies of which may be accessed through CHC’s profile on SEDAR at www.sedar.com. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information

The forward-looking information included in this press release relate only to events or information as of the date hereof. Except as specifically required by applicable Canadian law, CHC undertakes no obligation to update or revise publicly any forward-looking information, whether because of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:
CHC Student Housing Corp.
Simon Nyilassy
President and CEO
416 504-9380