TORONTO, May 30, 2019 (GLOBE NEWSWIRE) -- David Kohler announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of Mimi's Rock Corp. (the "Company").
Mr. Kohler intends to file an early warning report in connection with the acquisition of 7,893,750 common shares in the capital of the Company ("Common Shares") and 750,000 options to purchase Common Shares in connection with a Reverse Takeover (as that term is defined by the policies of the TSX Venture Exchange ("TSXV")) (the "RTO") of the Company by Mimi's Rock, Inc. Mr. Kohler is the Chief Executive Officer and a director of the Company.
Immediately prior to the closing of the RTO, Mr. Kohler did not, directly or indirectly, hold any shares of the Company. Immediately following the closing of the RTO, Mr. Kohler holds, directly or indirectly, an aggregate of 7,893,750 Common Shares (representing 15.99% of the issued and outstanding Common Shares) and 750,000 options to purchase Common Shares ("Options") convertible into 750,000 Common Shares. The David Kohler (2017) Family Trust, of which Mr. Kohler is a trustee, holds all of the 7,893,750 Common Shares. David Kohler Consulting Inc., of which Mr. Kohler is the sole director and officer, holds all of the 750,000 Options.
The Common Shares held by Mr. Kohler, directly or indirectly, are subject to an applicable TSXV escrow time based release schedule, as more particularly described in the Company's filing statement filed in connection with the RTO dated May 17, 2019, available on SEDAR under the Company's profile. Assuming the conversion of Mr. Kohler's Options, Mr. Kohler would hold, directly or indirectly, 8,643,750 Common Shares (representing approximately 15.09% of the Common Shares on a fully diluted basis and 17.25% of Common Shares on a partially diluted basis).
In accordance with applicable securities laws, Mr. Kohler may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Kohler in connection with the RTO and will be available on SEDAR under the Company's profile.
This press release is issued under the early warning provisions of Canadian securities legislation.
Jackie Kelley
(416) 301-2949
info@mimisrock.com