Jiminex Announces Entry into Definitive Agreement with Alkaline in Connection with a Reverse Take-Over Transaction
Toronto, Ontario–(Newsfile Corp. – July 19, 2019) – Jiminex Inc. (“Jiminex” or the “Company“) is pleased to announce that, further to its news release dated October 22, 2018, it has entered into an amalgamation agreement dated July 18, 2019 (the “Definitive Agreement“) with Alkaline Spring Inc. (“Alkaline“) and 2202485 Alberta Ltd. (“Subco“), a wholly owned subsidiary of Jiminex incorporated for the purposes of completing the Proposed Transaction (as defined below).
Pursuant to the Definitive Agreement, the parties will complete a three-cornered amalgamation under the Business Corporations Act (Alberta), which will constitute a “reverse takeover” of Jiminex by Alkaline and its shareholders (the “Proposed Transaction“). At the effective time of the amalgamation, each former shareholder of Alkaline will receive two (2) Post-Consolidation Jiminex Shares (as defined below) in exchange for each Class A voting common share in the capital of Alkaline held by such holder.
In connection with the Proposed Transaction, Jiminex is expected to (i) change its name to Alkaline Spring Inc. (the “Name Change“), (ii) effect a consolidation (the “Consolidation“) of its issued and outstanding shares (the “Jiminex Shares“) on the basis of one (1) post-consolidation Jiminex Share (each, a “Post-Consolidation Jiminex Share“) for every one and one-half (1.5) pre-Consolidation Jiminex Shares issued and outstanding on the effective date of the Consolidation, and (iii) complete a private placement of up to 50,000,000 pre-Consolidation Jiminex Shares at a price of $0.06 per pre-Consolidation Jiminex Share for gross proceeds of up to $3,000,000 or such greater number of pre-Consolidation Jiminex Shares as it determines, in its sole discretion (the “Private Placement“).
The resulting issuer that will exist upon completion of the Proposed Transaction (the “Resulting Issuer“) will apply to list on the Canadian Securities Exchange (the “CSE“) and will carry on the business of Alkaline. If the Proposed Transaction is completed, it is expected that (i) the Board of Directors of the Resulting Issuer will be comprised of Samir Saab, Muna Abdi, Donal Carroll, Jesse Kline and Jon Bridgman, and (ii) the executive management of Resulting Issuer will be comprised of Samir Saab (CEO and President), Donal Carroll (CFO and Corporate Secretary) and Muna Abdi (Vice President).
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (i) closing conditions customary to transactions of the nature of the Proposed Transaction; (ii) receipt of regulatory approvals; (iii) conditional approval of the CSE to list the shares of the Resulting Issuer; (iv) shareholders of Jiminex approving the Proposed Transaction, the Consolidation, the Name Change and the reconstitution of the Resulting Issuer’s board of directors; (v) the completion of the Private Placement; and (vi) other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction, the Private Placement, the Consolidation, the Name Change, the reconstitution of the Resulting Issuer’s board of directors, or any CSE listing will be completed as proposed or at all.
About Alkaline Spring Inc.
Alkaline is a Canadian-owned water company located in the beautiful Rocky Mountains of British Columbia. Alkaline’s unique spring water is sourced from an artesian well that is over 600 feet underground, which replenishes itself at a rate of 147 million cubic meters per year. The spring water boasts natural mineralization, a pH of 8 (measure of alkalinity) and a value of 238 ppm TDS (total dissolved solids), meaning it is more hydrating than regular water, eases acid reflux and potentially reduces the risk of certain disease. Alkaline is dedicated to making a positive impact on the plastic bottle problem by offering a “bag in a box” format, exploring plant-based alternatives as and funding innovative ideas that reuse existing plastics to create new products. Alkaline water is locally sourced and bottled, keeping its costs are low, and enabling it to supply clean drinking water at an affordable price.
About Jiminex Inc.
Jiminex Inc. is a mineral exploration company.
Cautionary Statements & Forward Looking Information
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Investors are cautioned that any information released or received with respect to the Proposed Transaction in this press release may not be complete and should not be relied upon. Trading in the Jiminex Shares should be considered highly speculative.
Investors are cautioned that, except as disclosed in the management information circular or listing 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 Jiminex should be considered highly speculative.
The securities to be issued in connection with the Proposed Transaction 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 (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Proposed Transaction is subject to a number of conditions, including the receipt of conditional approval of the CSE to listing the shares of the Resulting Issuer on the CSE. The Company has not submitted a listing application to the CSE at this time and there is no assurance the CSE will approve the Resulting Issuer for listing. Similarly, there can be no assurance that the Proposed Transaction will be completed as proposed or at all.
This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of, Jiminex, Alkaline, the Resulting Issuer and their respective businesses, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction, Name Change, Consolidation, Private Placement, or listing on the CSE, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the Resulting Issuer’s management’s ability to manage and to operate its business, and the equity markets generally. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the control of Jiminex and Alkaline. These risks, uncertainties and assumptions could cause actual events or results to differ materially from those projected in any forward-looking statements. Jiminex and the Resulting Issuer do not intend, nor do they undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
For more information, please contact:
Jiminex Inc.
Binyomin Posen, CEO, CFO & Director
Email: [email protected]
Alkaline Spring Inc.
Samir Saab, President
Email: [email protected]
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