Not for distribution to U.S. Newswire Services or for dissemination in the United States.
TORONTO, May 28, 2019 (GLOBE NEWSWIRE) -- 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.