Canadian Mining Corp. to change name to Chemesis International Inc. and commence trading on the Canadian Securities Exchange Under Symbol CSI Wednesday July 18, 2018
Vancouver, BC, July 17, 2018 – Canadian Mining Corp. (the “Company”) is pleased to announce that it has completed its previously announced acquisition (the “Transaction”) of all of the issued and outstanding shares of 1145411 B.C. Ltd. (“B.C. Ltd.”). B.C. Ltd. is the owner of 100% of the issued and outstanding capital stock of Bonhomie Labs Inc. (“Bonhomie”). Bonhomie is the owner of 51% of the issued and outstanding capital stock of SAP Global (“SAP”). Based in Cathedral City, California, SAP is the assignee, pursuant to a management services agreement (the “Management Agreement”), of various rights and entitlements that allow it to manage, consult and supervise operations of a medical marijuana—inclusive of cannabidiol (“CBD”)—cultivation and manufacturing facility, in addition to marketing and selling the medical marijuana and CBD products manufactured from the facility.
SAP’s management team has over 40 years of combined experience in various cannabis verticals, from industrial hemp to genetically modified cannabis strains designed to produce high concentrations of CBD. SAP is in the process of institutionalizing this expertise into SAP’s facility designs and operating procedures and believes that it is replicable, scalable and franchisable.
The Company is also pleased to announce that, effective as of July 16, 2018, its name will be changed to Chemesis International Inc., and its shares will commence trading on the Canadian Securities Exchange (“CSE”) under the symbol “CSI”. At the Company’s request, its shares have been delisted from, and have ceased to trade on, the TSX Venture Exchange (where they formerly traded under the symbol “CNG”).
[heading h=”3″]Closing of the Transaction[/heading]
In connection with the closing, the Company acquired all of the issued and outstanding share capital of B.C. Ltd. in exchange for issuing common shares in its capital (“Company Shares”) equal to US$20,000,000 at a deemed price per Company Share of US$0.265, for a total issuance to B.C. Ltd. shareholders of 46,807,559 common shares (equivalent to 93,615,100 pre-share consolidation Company Shares). B.C. Ltd. became a wholly-owned subsidiary of the Company. Concurrently with the completion of the Transaction, the Company completed a two-for-one share consolidation. The shares issued to B.C. Ltd. were issued on a post-consolidation basis.
After giving effect to the completion of the Transaction and the share consolidation, there are 62,847,635 common shares issued and outstanding (on an undiluted basis), with approximately 14.20% of the common shares (on an undiluted basis) held by insiders.
For further information concerning the Transaction readers are encouraged to review the Company’s listing statement that was filed on SEDAR at www.sedar.com on July 13, 2018.
[heading h=”3″]New Board of Directors and Management Team[/heading]
In connection with the closing, the Company welcomes a new management team. The Company will be led by Edgar Montero, who has been appointed Chief Executive Officer and director, Aman Parmar, who has been appointed as President and director and Patrick Ogle, who has been appointed General Counsel and Corporate Secretary. Brian Thurston has resigned as Chief Executive Officer of the Company but will remain on the board of directors. The Company thanks him for his service in bringing the Company through completion of this Transaction.
[heading h=”3″]Early Warning[/heading]
Prior to completing the Transaction, Aman Parmar, with a business address at 2200 – 885 West Georgia Street, Vancouver, BC V6C 3E8, President and a director of Chemesis International Inc, held 24,600 shares in the Company and 15 common shares in B.C. Ltd. Upon completion of the Transaction and the share consolidation, Mr. Parmar now beneficially owns and has control over 7,021,133 Company Shares representing 11.17% of the issued and outstanding Company Shares.
Prior to completing the Transaction, Rae Ventures Inc. with a registered address of 421 – 255 Newport Drive, Port Moody, BC V3H 5H1, held no shares in the Company and 15 common shares in B.C. Ltd. Upon completion of the Transaction and the share consolidation, Rae Ventures Inc. now beneficially owns and has control over 7,021,133 Company Shares representing 11.17% of the issued and outstanding Company Shares.
A copy of the early warning reports filed pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues can be found at www.sedar.com
[heading h=”6″]On behalf of the board of directors[/heading]
CEO and Director
[heading h=”6″]Investor relations:[/heading]
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws relating to statements regarding the Company’s business, products and future the Company’s business, its product offerings and plans for sales and marketing. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company’s products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend, to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.