Mimi's Rock Corp.
(formerly Commerce Acquisition Corp.) (the
"
Company") is pleased to announce it has closed
its previously announced acquisition of all of the issued and
outstanding securities of Mimi's Rock, Inc.
("
MRI") by way of a
"three-cornered" statutory amalgamation of MRI and a
wholly-owned subsidiary of the Company (the
"
Acquisition"). The Company will carry on the
nutraceutical business of MRI following completion of the
Acquisition.
Immediately prior to the closing of the
Acquisition, the Company completed a consolidation of its common
shares (the "Consolidation") on the basis of four
(4) pre-Consolidation common shares to one (1) post- Consolidation
common share in the capital of the Company (each post-Consolidation
common share, a "Common Share") and changed its
name from "Commerce Acquisition Corp." to "Mimi's Rock Corp."
Prior to the Acquisition and in accordance with
the articles of MRI, the issued and outstanding Series A preferred
shares and Series B preferred shares in the capital of MRI
(collectively, the "Preferred Shares") were
converted to common shares in the capital of MRI (the "MRI
Shares") and upon such conversion, the holders of the
Preferred Shares received an in-kind dividend of MRI Shares equal
to 0.05 MRI Shares for each Preferred Share held (the
"Conversion").
Following the Conversion, the issued and
outstanding MRI Shares were cancelled and replaced with Common
Shares, on the basis that each MRI Share entitled the holder
thereof to receive one and one half (1.5) Common Shares.
Convertible securities of MRI have been exchanged for economically
equivalent securities of the Company.
The Acquisition constitutes a Qualifying
Transaction within the meaning of the TSX Venture Exchange
("TSXV") policies. In connection with the
Acquisition, the Company has filed a filing statement dated May 17,
2019 (the "Filing Statement"). More information
about the Acquisition, as well as additional disclosure about the
Company, can be obtained from the Filing Statement filed on SEDAR
at www.sedar.com.
Listing
The Company's common shares will commence
trading on the TSXV as a Tier 1 industrial or life sciences issuer
under the symbol "MIMI" once the TSXV's conditions for listing are
satisfied and the TSXV issues its final exchange bulletin
confirming the completion of the Qualifying Transaction.
Board of Directors
The board of directors of the Company consists
of Telfer Hanson, David Kohler, Norman Betts, David Grandin and
Bryan Pearson (the "Board of Directors").
Management of the Company consists of Telfer Hanson (Executive
Chairman), David Kohler (CEO) and Andrew Patient (CFO). Select
biographical details regarding the Board of Directors and
management can be found in the Filing Statement.
Escrowed Securities
As disclosed in the Filing Statement, an
aggregate of 15,960,750 Common Shares, representing approximately
33.08% of the issued and outstanding Common Shares, are subject to
a Tier 1 Surplus Security Escrow Agreement. 312,500 Common Shares
of the Company remain subject to a CPC Escrow Agreement.
Issued and Outstanding
Following completion of the Acquisition and
Consolidation, there are 49,371,837 issued and outstanding Common
Shares on a non-diluted basis, and 57,287,277 Common Shares on a
fully diluted basis, as disclosed in the Filing Statement.
Adoption of Advance Notice
Policy
The Company also announces the approval and
adoption by its board of directors of an advance notice policy (the
"Policy"). The purpose of the Policy is to provide
shareholders, directors and management of the Company with a clear
framework for nominating directors of the Company. The Company is
committed to: (i) facilitating an orderly and efficient annual
general meeting or, where the need arises, special meeting,
process; (ii) ensuring that all shareholders receive adequate
notice of the director nominations and sufficient information
regarding all director nominees; and (iii) allowing shareholders to
register an informed vote after having been afforded reasonable
time for appropriate deliberation. The Policy is intended to
further these objectives.
The Policy, among other things, includes a
provision that requires advance notice to the Company in certain
circumstances where nominations of persons for election to the
board of directors are made by shareholders of the Company. The
Policy fixes a deadline by which such director nominations must be
submitted to the Company prior to any annual or special meeting of
shareholders and sets forth the information that must be included
in the notice to the Company. No person will be eligible for
election as a director of the Company unless nominated in
accordance with the Policy.
In the case of an annual meeting of
shareholders, notice to the Company must be made not less than 30
days and not more than 65 days prior to the date of the annual
meeting; provided, however, that, in the event that the annual
meeting is to be held on a date that is less than 50 days after the
date on which the first public announcement of the date of the
annual meeting was made, notice may be made not later than the
close of business on the 10th day following such public
announcement.
In the case of a special meeting of shareholders
called for the purpose of electing directors (whether or not called
for other purposes), notice to the Company must be made not later
than the close of business on the 15th day following the day on
which the first public announcement of the date of the special
meeting was made.
The full text of the Policy will be filed under
the Company's profile at www.sedar.com. The Policy is effective and
in full force and effect as of the date it was approved. Company
will seek shareholder ratification of the Policy by ordinary
resolution at its next annual general meeting of shareholders (the
"Meeting") scheduled to be held on July 10, 2019.
If the Policy is not confirmed at the Meeting, the Policy will
terminate and be of no further force and effect following the
termination of the Meeting. Approval of the alteration of the
Articles of the Company by the addition of provisions requiring
advance notice of director nominees from shareholders shall
be also sought from shareholders of the Company at the next meeting
of shareholders by ordinary resolution.
For more information on Mimi's Rock
Corp., please contact:
Mimi's Rock Corp. |
Adelaide Capital Markets |
|
|
|
|
Telfer Hanson |
Jackie Kelley |
|
info@mimisrock.com |
(416) 301-2949 |
|
|
info@mimisrock.com |
|
Cautionary statements
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) has in any way passed upon
the merits of the Acquisition and neither of the foregoing entities
accepts responsibility for the adequacy or accuracy of this release
or has in any way approved or disapproved of the contents of this
press release.
Certain statements contained in this press
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on the parties'
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. The
business of the Company is subject to a number of material risks
and uncertainties, including integration risks following the
Acquisition. Please refer to the Filing Statement and other SEDAR
filings for further details. Various assumptions or factors are
typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking information. Those
assumptions and factors are based on information currently
available to the parties. The material factors and assumptions
include the parties being able to obtain the necessary corporate,
regulatory and other third parties approvals. The forward looking
information contained in this release is made as of the date hereof
and the parties are not obligated to update or revise any forward
looking information, whether as a result of new information, future
events or otherwise, except as required by applicable securities
laws. Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on forward
looking information. The foregoing statements expressly qualify any
forward looking information contained herein.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available. Not for distribution to U.S.
Newswire Services or for dissemination in the United States. Any
failure to comply with this restriction may constitute a violation
of U.S. Securities laws.
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