JIMINEX INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Toronto, Ontario, December 20, 2017 – Jiminex Inc. (TSXV: JIM.H) (the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement financing of 50,000,000 common shares (“Common Shares”) at a price of CAD $0.01 per Common Share for gross proceeds of CAD $500,000 (the “Offering”). All securities issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
The Offering was made pursuant to the grant of a “discretionary waiver” of the TSX Venture Exchange’s (the “TSXV”) minimum price requirement based on the Company’s undertaking to seek shareholder approval of a share consolidation on or before the date that is six months following the closing date of the Offering. The Company intends to consolidate its outstanding Common Shares on the basis of five (5) existing common shares for one (1) new common share (the “Consolidation”) and will seek shareholder approval of the Consolidation at the Company’s annual and special meeting of shareholders to be held February 9, 2018. The Company currently has 97,152,912 Common Shares issued and outstanding. If the Consolidation is approved by shareholders and implemented by the Company, following the Consolidation the Company will have approximately 19,430,582 Common Shares issued and outstanding.
The completion of the Consolidation remains subject to the final approval of the TSXV. The Company will not be changing its name or completing any other restructuring in connection with the Consolidation.
Michael Lerner (“Lerner”) and Navjit Dhaliwal (“Dhaliwal”) are each a “related party” to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of their both being directors and officers of the Company. Accordingly, the closing of the Offering is a “related party transaction” under MI 61-101. The Company did not file a material change report more than 21 days prior to closing as contemplated by the related party transaction requirements as the related party participation was only recently confirmed.
There has been no formal valuation of the Company or its assets to date, as there has not yet been any necessity to do so. The Offering is a transaction that is exempt from the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsections 5.5(b) of MI 61-101 because no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.
The Offering is a transaction that is exempt from the minority approval requirements under Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 because:
(a) neither the Company nor, to the knowledge of the Company after reasonable inquiry, the related party has knowledge of any material information concerning the Company or its securities that has not been generally disclosed;
(b) no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc;
(c) at the time the transaction is agreed to, neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received for those securities, insofar as the transaction involves interested parties, exceeds CAD $2,500,000;
(d) the Company has one or more independent directors in respect of the transaction who are not employees of the Company, and
(e) at least two-thirds of the directors described in subparagraph (d) approve the transaction.
Neither Lerner nor Dhaliwal held any of the Company’s issued and outstanding Common Shares (the “Share Capital”) prior to closing of the Offering. Following closing of the Offering, Dhaliwal holds 3,500,000 Common Shares representing 3.60% of the Share Capital.
Lerner, a director and the Chief Executive Officer of the Company, purchased 16,980,000 Common Shares at an aggregate purchase price of CAD $169,800 pursuant to the Offering. Following closing of the Offering, Lerner holds 16,980,000 Common Shares representing 17.48% of the Share Capital. Lerner acquired these Common Shares for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as he may deem appropriate. For the purposes of National Instrument 62-103 early warning reporting, the address of Lerner is 3166 Edgar Avenue, Burlington, Ontario, L7M 0A7. A copy of the early warning report being filed by Lerner may be obtained on the Company’s SEDAR profile or by contacting the Company at 416-710-4906 and may also be obtained by contacting Lerner at 416-710-4906.
A commission of $10,728 was paid to Foster & Associates Financial Services Inc. as consideration for arranging a portion of the private placement.
The Company intends to use the net proceeds from the Offering as to approximately $80,000 for regulatory and TSXV listing fees, $80,000 in auditor fees, $25,000 in legal fees, $15,000 in bookkeeping and accounting services, and the remainder will be used for general working capital and to hold an annual and special meeting of its shareholders.
On behalf of the Board of Directors
Michael Lerner, Chief Executive Officer and Director
T: 416 710-4906
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.