NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, June 03, 2019 (GLOBE NEWSWIRE) -- DC Acquisition Corp. (TSXV: DCA.P) (the "Company") is pleased to provide the following update regarding its proposed business combination with Mijem Inc. ("Mijem") as announced on February 11, 2019. The Company is pleased to announce that it has entered into an arms-length definitive combination agreement (the "Agreement") dated March 26, 2019 with Mijem to combine the businesses of the two companies. The Agreement outlines the terms and conditions pursuant to which the Company and Mijem will complete a transaction that will result in a reverse take-over of the Company by Mijem (the "Proposed Transaction"). The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute the Company's "Qualifying Transaction" (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange")).
As part of the Proposed Transaction, the Company has provided a loan to Mijem in the amount of $150,000 pursuant to a promissory note bearing interest at 3% per annum and maturing on February 11, 2020 ("Due Date") and subsequently bearing interest at 12% per annum after the Due Date ("Initial Loan"), and the Company plans to provide Mijem with another $17,000 loan ("Subsequent Loan") to be used for general working capital purposes on the same terms as the Initial Loan. The Initial Loan and Subsequent Loan are subject to Exchange approval.
Upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will carry on the business of Mijem. Mijem provides innovative solutions to create a vibrant social marketplace for students to connect with other students and to efficiently buy, sell and trade goods and services on and off campus (online marketplace). Mijem's patent pending flagship technology currently permits thousands of university and college students across the United States and Canada to both connect online and engage in campus themed commerce.
In connection with the Proposed Transaction, each of the Company and Mijem proposes to complete a concurrent brokered private placement.
The Company and Mijem propose to complete a concurrent brokered private placement led by First Republic Capital Corporation (the "Agent") for aggregate gross proceeds of between $2,500,000 and $4,000,000 (the "Private Placement"). The Company and Mijem plan to issue between 10,000,000 and 16,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.25 per subscription receipt pursuant to an agency agreement to be entered into between the Company, Mijem and the Agent. A corporate finance fee equal to 3% of the gross proceeds of the Subscription Receipts and a sales commission equal to 6% of the gross proceeds of the Subscription Receipts will be paid to the Agent and any members of the selling group, as applicable. In connection with the Private Placement, corporate finance warrants and selling compensation warrants will be provided to the Agent entitling the Agent to acquire that number of common shares equal to 3% and 6%, respectively, of the total number of Subscription Receipts sold under the Private Placement, exercisable within 24 months from the closing date of the Private Placement at a price of $0.25 per warrant.
The Subscription Receipts issued by the Company and the Subscription Receipts issued by Mijem will be issued on equivalent economic terms. However, the Company Subscription Receipts, following the exchange and listing of the said common shares, will have a trading hold period but will be eligible to be held in RRSP, TFSA and similar accounts, while Mijem Subscription Receipts, following the exchange and listing of the said common shares, will be free trading upon closing of the Proposed Transaction. The foregoing is for informational purposes only, and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before purchasing the Subscription Receipts.
The proceeds from the Subscription Receipts will be deposited in escrow (the "Escrowed Funds"). Upon the occurrence of certain events, including, without limitation, the completion of the Proposed Transaction and subsequent listing of the shares of the Resulting Issuer on the Exchange, the Escrowed Funds will be released to the Company and Mijem, respectively, and the Subscription Receipts will be automatically exchanged, without additional payment, into common shares of the Company or Mijem, respectively, with such shares ultimately being exchanged for Resulting Issuer shares.
The net proceeds of the Private Placement will be used to fund the Resulting Issuer's general corporate purposes including product development and sales and marketing as well as general and administrative expenses.
As of the date hereof, the Company has net working capital of approximately $2,500,000 in cash.
Proposed Transaction Summary
The Proposed Transaction is structured as a three-cornered amalgamation ("Amalgamation") between the Company, Mijem and 2687921 Ontario Inc. ("Newco"), whereby Mijem and Newco will amalgamate to form a newly amalgamated company ("Amalco") pursuant to the Business Corporations Act (Ontario).
Pursuant to the Agreement, immediately prior to the Amalgamation, the Company will complete a share consolidation on the basis of 1.8452 pre-consolidation common share for every 1 post-consolidation common share ("Share Consolidation"). Following the completion of the Share Consolidation and the Proposed Transaction the shareholders of Mijem will be issued 1.4206 Resulting Issuer shares for each Mijem common share held by such Mijem shareholder for an aggregate total of approximately 38,647,139 shares at a deemed price of approximately $0.25 per share. In addition, each warrant held in Mijem will be exchanged for 1.4206 Company warrants, having substantially the same terms and conditions as the Mijem warrants, and will entitle the holder thereof to acquire, upon exercise of each whole Company warrant, and for the consideration payable therefor (subject to adjustment), one Resulting Issuer share.
The Proposed Transaction is subject to a number of conditions, including but not limited to, receipt of all necessary approvals, including the approval of the Exchange, and certain other closing conditions, including the closing of the Private Placement.
Mijem Inc. was incorporated under the Business Corporations Act (Ontario) on August 19, 2014. Phuong Dinh, a resident of Vancouver, British Columbia is the CEO of Mijem and holds a controlling interest in Mijem.
Mijem is a Canadian-based social media and technology company that provides innovative solutions to create a vibrant social marketplace for students to connect with other students and to efficiently buy, sell and trade goods and services on and off campus. Mijem's patent pending flagship technology currently permits thousands of university and college students across the United States and Canada to both connect online and engage in campus themed commerce. Accordingly, the addressable market for Mijem is the global post-secondary education student population. The Mijem mobile app is available for download for free at:
The following table sets out selected financial and share information of Mijem as at July 31, 2018 and 2017 and the interim period as at January 31, 2019 for the periods then ended (weighted Average Number of Shares Outstanding and Loss per share have been adjusted to reflect a 100 to 1 split of Mijem common shares in August 2018).
|KEY FINANCIAL METRICS
|6 months to
Jan 31, 2019
July 31, 2018
July 31, 2017
|Research and Development
|Advertising and Promotion
|Other Operating Costs
|Weighted Average number of Shares Outstanding
|Loss per share (weighted)
DC Acquisition Corp.
The Company was incorporated under the Business Corporations Act (British Columbia) on November 28, 2017 and is a Capital Pool Company (as defined in the policies of the Exchange) listed on the Exchange. The Company has no commercial operations and no assets other than cash.
Since the Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in Policy 2.4 of the Exchange), the Company will not be required to obtain shareholder approval of the Proposed Transaction. In addition, the Proposed Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. As a result, no meeting of the shareholders of the Company is required pursuant to corporate law, Policy 2.4 of the Exchange or securities laws.
Directors, Officers and Other Insiders of the Resulting Issuer
Upon completion of the Proposed Transaction, the proposed directors and officers of the Resulting Issuer will be as follows:
Zachary Stadnyk ? Director
Mr. Stadnyk is a corporate finance and advisory professional. Mr. Stadnyk is currently the CEO and director of DC Acquisition Corp. Mr. Stadnyk is a partner of the venture capital and advisory firm Stadnyk and Partners. Mr. Stadnyk previously held the role of investor relations and corporate finance for FV Pharma (now FSD Pharma), a publicly traded company on the CSE. Prior to that, he served in the role as corporate finance for The Supreme Cannabis Company Inc., a publicly traded company currently listed on the TSX, which is engaged in the production and sale of medical and recreational cannabis.
Mr. Stadnyk has held various senior positions in both private and public companies, most notably in the commercial cannabis sector. In addition, Mr. Stadnyk previously served on the advisory board of Friday Night Inc. (now 1933 industries), a publicly traded company on the CSE. Mr. Stadnyk specializes in corporate finance and going-public transactions and holds a B.Comm in entrepreneurial management.
Phuong Dinh ? Chief Executive Officer and Director
Mr. Dinh is a seasoned professional knowledgeable in software product development, marketing, quality management, and corporate strategy. Mr. Dinh has 10 years of experience working on projects for Fortune 500 companies. In addition to consulting, he has worked in the financial, high-tech, aerospace, nuclear, automotive, and chemical industries.
An entrepreneur at heart, Mr. Dinh founded Mijem in 2014. In 2013, Mr. Dinh co-founded cityfest.ca. Mr. Dinh acquired over 20 clients in the first 5 months, which included large national brands. Mr. Dinh currently sits on the board of Cityfest Entertainment Inc. and is an active advisor. Mr. Dinh holds a Bachelor of Applied Science, Honours Mechanical Engineering, from the University of Waterloo.
Joey Caturay ? Director
Presently, Mr. Caturay is the VP of Innovation & Technology for OnX Enterprise Solutions, acquired in 2017 by Cincinnati Bell. He leads the e-commerce, financial technology and transformation practices to deliver exceptional digital experiences.
In 2014, he founded Mona Networks, the creators of the Lane mobile platform for commercial real estate and acted as a member of the Board of Directors. He was the founder of Hype Inc., a digital consultancy acquired by the Apollo Group in 1998, and subsequently by the Publicis Group in 2001. He was also the founder of CaseWare International, the global leader in Working Papers and Audit platforms.
From 2008 through 2012, Mr. Caturay worked for the private equity firm Investors Guaranty Group based in Hamilton, Bermuda. In his capacity as SVP and Managing Director, he oversaw the acquisition and disposition of technology companies around the globe.
Mr. Caturay earned an Honours B.Sc. in Biochemistry from Western University.
Erin Oor ? Director
Mr. Oor has recently returned to private legal practice ? rejoining, as Counsel, the Edmonton-based law firm of Bryan & Co. LLP.
Most recently, Mr. Oor served as Vice President, Corporate Development & Administration, and Corporate Secretary of AutoCanada Inc. (ACQ-TSX). At AutoCanada, Mr. Oor oversaw the team responsible for dealership acquisitions, as well as all matters relating to legal and compliance.
Mr. Oor joined AutoCanada in 2014 and retired in February of 2019. From 2012 to 2014, he was General Counsel for Unified Alloys Inc. and General Manager of Unified Alloys (Ontario). From 2007 to 2012, he was Vice President and General Counsel for VoodooVox Inc., a TSX listed corporation (previously Call Genie Inc.). Mr. Oor began his professional career spending 14 years as a lawyer and then partner with Bryan & Company LLP.
Mr. Oor has a Bachelor of Arts and Bachelor of Laws degree from the University of Alberta and is a member of the Law Society of Alberta.
Mr. Oor is currently a member of the Board of Directors of the Alberta Lacrosse Association. He has previously served on the Board of Directors of ABC Head Start, and has been the Executive Chair of the Rocky Mountain Lacrosse League. He has served on the Boards of, or in leadership positions with various business and community organizations throughout his career.
Gordon Westwater ? Director
Mr. Westwater is a seasoned corporate executive and entrepreneur with over 30 years of technology experience in leadership roles in both public and private companies. As a co-founder of Ipico Inc /Ipico Sports in 2005, Mr. Westwater was President/CEO from 2008 to 2015. Mr. Westwater holds a Bachelor of Commerce from Queens University and a Masters of Business Administration from York University).
Gord Tomkin ? Chief Financial Officer
Mr. Tomkin is a corporate finance and technology professional. Mr. Tomkin provides consulting and support to entrepreneurs and start-up companies focused in the technology sector and has been providing consulting and support services to Mijem since November 2016.
Mr. Tomkin has held various senior positions in both private and public companies. In addition, Mr. Tomkin previously served on the board of Headwaters Health Care Center, a non-profit hospital in Caledon, Ontario, where he also served on the Quality, Finance and Compensation Committees.
The Company expects to be exempt from the sponsorship requirement on the basis that Mijem will complete the Private Placement in connection with the Proposed Transaction for aggregate gross proceeds of greater than $500,000 and the Agent will provide the Exchange with confirmation that it has completed appropriate due diligence on the Proposed Transaction that is generally in compliance with Policy 2.2 ? Sponsorship and Sponsorship Requirements of the Exchange Manual.
Trading in the Company Common Shares
Trading in the Company's common shares has been halted in compliance with the policies of the Exchange. Trading in the Company's common shares will remain halted pending the review of the Proposed Transaction by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in the Company's common shares will not resume prior to the closing of the Proposed Transaction.
The Company will issue additional press releases in accordance with the policies of the Exchange providing further details in respect of the Proposed Transaction, the Private Placement, the officers, directors and insiders of the Resulting Issuer and other material information as it becomes available.
For further information, please contact:
|DC Acquisition Corp.
Chief Executive Officer
E-mail: [email protected]
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
Neither the 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 release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and Mijem with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, (ii) the timing for closing and pricing of the Private Placement, and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company and Mijem's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and Mijem believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and Mijem and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and Mijem have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company and Mijem do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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