/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
TORONTO, Dec. 1, 2021 /CNW/ - Mimi's Rock
Corp. (the "Company") is pleased to announce the
closing of its $1.5 million
non-brokered private placement of subordinated secured debentures
(the "Placement").
Placement of Subordinated Secured Debentures
The Company announces today that it has closed its non-brokered
private placement of $1.5 million of
subordinated secured debentures (the "Debentures")
consisting of $10,000 principal
amount per Debenture (the "Principal Amount"). The
Debentures will mature on November 24,
2023 (the "Maturity Date") and will bear a 10.0% p.a.
total cash yield, consisting of an 8.0% p.a., payable quarterly and
an annual maintenance fee of 2%, paid annually in advance.
In connection with the Placement, subscribers were granted 3,571
common shares of the Company (each, a "Bonus Share") for
each $10,000 of Principal Amount of
Debentures or 560,706 Bonus Shares in the aggregate.
Proceeds of the Placement are expected to be used by the Company
for working capital and general corporate purposes.
In connection with the Placement, the Company paid a cash
commission equal to up to 5% of the gross proceeds from the sale of
Debentures (the "Cash Fee") sold pursuant to the Placement
(other than in respect of proceeds from sales to persons on a
"president's list", in respect of which no fee was paid), or
$66,000 in the aggregate, and such
number of non-transferrable compensation warrants (the
"Compensation Warrants") as is equal to 5% of the gross
proceeds from the sale of Debentures sold pursuant to the Placement
(other than in respect of proceeds from sales to persons on a
"president's list", in respect of which no fee was paid) divided
by $0.28, or 66,000
Compensation Warrants in the aggregate. Each Compensation Warrant
entitles the holder thereof to purchase one common share of the
Company at $0.50 per share until
November 24, 2022.
The securities issued in connection with the Placement are
subject to a statutory hold period of four months from the date of
issuance in accordance with applicable securities legislation.
In connection with the Placement, the Company issued an
aggregate $150,000 principal amount
of Debentures and 53,571 Common Shares to affiliates of Hueniken
Asset Management Inc. ("Hueniken"). The issuance of
such securities to Hueniken, an insider of the Company (as defined
under applicable securities laws), constitutes a "related party
transaction" within the meaning of Policy 5.9 – Protection of
Minority Security Holders in Special Transactions of the TSX
Venture Exchange ("TSXV") and Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is relying on
the exemption from the formal valuation requirement in section
5.5(b) of MI 61-101 (as a result of its Common Shares being listed
on the TSXV) and the exemption from the minority approval
requirement in section 5.7(1)(b) of MI 61-101 (as neither the fair
market value of the securities distributed to Hueniken pursuant to
the Placement, nor the consideration paid by Hueniken exceeded
$2,500,000).
About the Company
Mimi's Rock Corp. (formerly Commerce Acquisition Corp.) is an
online dietary supplement and wellness company operating under the
Dr. Tobias brand. The brand features over 30 products including the
top selling colon cleansing product and the #1 selling Omega 3 Fish
Oil on Amazon.com. The Company currently serves customers in
the United States and has rapid
growth plans to expand into other markets.
Forward Looking Statements
This news release may contain forward-looking statements or
"forward-looking information" within the meaning of applicable
Canadian securities laws ("forward-looking statements").
Often, but not always, forward-looking statements can be identified
by the use of words such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or describes a "goal", or variation of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be
achieved.
All forward-looking statements reflect the Company's beliefs
and assumptions based on information available at the time the
statements were made. Actual results or events may differ from
those predicted in these forward-looking statements. All of the
Company's forward-looking statements are qualified by the
assumptions that are stated or inherent in such forward-looking
statements.
Forward-looking statements involve known and unknown risks,
future events, conditions, uncertainties and other factors which
may cause the actual results, performance or achievements to be
materially different from any future results, prediction,
projection, forecast, performance or achievements expressed or
implied by the forward-looking statements. Such factors include,
among others, internal and external factors disclosed in the most
recent annual information form of the Company and other documents
publicly filed by the Company. Although the Company has attempted
to identify important factors that could cause actual actions,
events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.
The Company disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events, or otherwise, except in accordance with
applicable securities laws.
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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
SOURCE Mimi's Rock Corp.