Commerce Acquisition Corp. Announces Signing of Acquisition Agreement for Qualifying Transaction with Mimi's Rock Inc.

January 02, 2019 4:29 PM EST | Source: Commerce Acquisition Corp.

Toronto, Ontario--(Newsfile Corp. - January 2, 2019) - Commerce Acquisition Corp. (TSXV: CAQ.P) ("Commerce" or the "Company"), a capital pool company, is pleased to announce that, further to its press release of August 9, 2018, it has entered into the definitive agreement (the "Definitive Agreement") with Mimi's Rock Inc. ("MRI") and 2666096 Ontario Inc., a wholly-owned subsidiary of the Company ("Subco"), which shall govern the Company's Qualifying Transaction, as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

Pursuant to the Definitive Agreement, the parties will complete a three-cornered amalgamation (the "Amalgamation") whereby MRI will amalgamate with Subco and, pursuant thereto, all of the common shares of MRI, series A preferred shares of MRI, and series B preferred shares of MRI (collectively, the "MRI Shares") shall be cancelled and Commerce shall issue 1.5 common shares in the capital of the Company (the "Commerce Shares") in consideration for each such MRI Share so cancelled (the "Exchange Ratio"). Each convertible security of MRI shall also be cancelled and Commerce shall issue an equivalent convertible security of Commerce at the Exchange Ratio. It is expected that the Amalgamation will result in the issuance by Commerce of approximately 46,294,380 Commerce Shares, 4,845,000 options to purchase Commerce Shares, and 2,756,940 warrants to purchase Commerce Shares. Additional Commerce Shares will be issuable in the event that any in-kind dividend payments are made to holders of MRI Shares on or prior to the Closing Date (as defined below).

Prior to completing the Amalgamation, Commerce shall complete a consolidation of the Commerce Shares on the basis of one new Commerce Share for every four currently issued and outstanding Commerce Shares (the "Consolidation"), and will also change its name to "Mimi's Rock Corp." or such other name as management of MRI shall determine (the "Name Change"). The Consolidation and the Name Change were approved by shareholders of Commerce at its annual general and special meeting held on November 15, 2018.

Completion of the Qualifying Transaction is subject to the following conditions being completed on or before the closing date (the "Closing Date"):

  1. Receipt of all required consents or approvals;
  2. Receipt of conditional approval from the Exchange or the Toronto Stock Exchange, as applicable;
  3. Completion of closing on or before February 28, 2019, or such other date as may be agreed upon between MRI and the Company;
  4. No prohibition at law existing for completion of the Qualifying Transaction;
  5. Escrow agreements being entered into pursuant to the policies of the Exchange or the Toronto Stock Exchange, as applicable;
  6. Approval of the Amalgamation by the shareholders of MRI;
  7. Representations and warranties of each of MRI and Commerce being true and correct as of the Closing Date;
  8. No material changes for either of MRI or Commerce from the date of signing the Definitive Agreement to the Closing Date;
  9. All necessary corporate proceedings of each party having been completed and all required closing documents of each of the parties having been delivered as of the Closing Date;
  10. Completion of the Consolidation and Name Change; and
  11. Resignation of directors and officers of Commerce and the appointment of incoming directors and officers of MRI.

In addition to the individuals disclosed as incoming directors and officers of Commerce following completion of the Amalgamation (the "Resulting Issuer") in the Company's press release dated August 9, 2018, the following individuals have been added to the board of directors and/or management of the Resulting Issuer since such date:

Bryan Pearson - Director

Mr. Pearson is a Canadian business executive, bestselling author and keynote speaker. Mr. Pearson currently serves as CEO and president of LoyaltyOne and also functions as the president of Alliance Data Loyalty Services, a global provider of loyalty marketing services and programs. Mr. Pearson has a Bachelor's degree in life sciences and an MBA in marketing from Queen's University.

Andrew Patient - Chief Financial Officer

Mr. Patient has extensive experience in accounting and finance, previously serving as the CFO & Principal Accounting Officer for Intellipharmaceutics International, Inc., and prior to that as President, CEO, CFO & Secretary at Firm Capital American Realty Partners Corp., President for Envoy Capital Group, Inc., Chief Financial Officer of Merus Labs International, Inc. and Finance Director for Watt International, Inc. Mr. Patient has a Bachelor's degree from Brock University and is a CPA, CA.

For further information contact:

David Mitchell
Chief Executive Officer and Director
Commerce Acquisition Corp.
Telephone: (416) 574-4818
Email: dmitchell@stillbridge.com

All information contained in this news release with respect to Commerce and MRI was supplied by the parties, respectively, for inclusion herein, and Commerce and its directors and officers have relied on MRI for any information concerning such party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Qualifying Transaction, the future operations of the Company, MRI, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Qualifying Transaction and the future plans and objectives of the Company, MRI, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's, MRI, and the Resulting Issuer expectations include the failure to satisfy the conditions to completion of the Qualifying Transaction set forth above and other risks detailed from time to time in the filings made by the Company, MRI, and the Resulting Issuer with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, MRI, and the Resulting Issuer. As a result, the Company, MRI, and the Resulting Issuer cannot guarantee that the Qualifying Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company, MRI, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

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