David Kohler Early Warning Press Release
2019年5月30日 - 11:43PM
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) 301-2949info@mimisrock.com
Mimis Rock (TSXV:MIMI)
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Mimis Rock (TSXV:MIMI)
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