Good job smithwicks 2018-07-17 21:13 ET - News Release
Mr. Edgar Montero reports
CANADIAN MINING CORP. ANNOUNCES CLOSING OF TRANSACTION, CHANGE OF NAME AND COMMENCEMENT OF TRADING ON CSE
Canadian Mining Corp. has completed its previously announced acquisition of all of the issued and outstanding shares of 1145411 B.C. Ltd. B.C. Ltd. is the owner of 100 per cent of the issued and outstanding capital stock of Bonhomie Labs Inc. Bonhomie is the owner of 51 per cent of the issued and outstanding capital stock of SAP Global. Based in Cathedral City, Calif., SAP controls legal cultivation and manufacturing licences, in a new state-of-the-art facility, where the company will manufacture and distribute medical and recreational THC (tetrahydrocannabinol) and CBD (cannabidiol) products within California.
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 THC and CBD. SAP has institutionalized this expertise into its facility designs and operating procedures that will allow it to produce premium quality products.
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 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).
Closing of the transaction
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 equal to $20-million (U.S.) at a deemed price per company share of 26.5 U.S. cents, for a total issuance to B.C. Ltd. shareholders of 46,807,559 common shares (equivalent to 93,615,100 preshare 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 one-for-two share consolidation. The shares issued to B.C. Ltd. were issued on a postconsolidation 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 per cent 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 on July 13, 2018.
New board of directors and management team
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.
Early warning
Prior to completing the transaction, Mr. Parmar, president and a director of Chemesis International, 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 7,033,433 company shares, representing 11.19 per cent of the issued and outstanding company shares.
Prior to completing the transaction, Rae Ventures Inc. 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 now beneficially owns and has control over 7,021,133 company shares, representing 11.17 per cent of the issued and outstanding company shares.