Mijem Inc. cancelled the acquisition of Canada Coal Inc. (TSXV:CCK.H) in a reverse merger transaction.
The Board of Directors of the combined company shall be reconstituted to consist of five Directors nominated by Mijem who initially shall be Phuong Dinh, Erin Oor, Gordon Westwater, Joey Caturay and Mag Saad, and one of whom shall, at the discretion of Canada Coal, be nominated by Canada Coal. The management of Canada Coal shall be reconstituted to be comprised of nominees of Mijem. The transaction is subject to customary conditions, which include the receipt of shareholder approval of both Canada Coal and Mijem, the TSXV and CSE, any other regulatory approvals, at or prior to closing, Mijem and, if applicable, Canada Coal will have raised gross proceeds of a minimum of CAD 1.85 million pursuant to the private placement, Canada Coal shares shall have been delisted from the NEX and conditionally approved for listing (including the Canada Coal shares issuable upon the combination), subject to customary conditions, on the CSE Exchange and no more than 5% of the shareholders shall have exercised their statutory dissent rights in respect to the combination and Canada Coal shall have provided evidence reasonably satisfactory to Mijem that Canada Coal has, as of the closing date, net working capital of not less than CAD 1 million. Canada Coal will be holding a shareholder meeting to seek shareholder approval for the share consolidation, a proposal to change the name of Canada Coal to Mijem Inc. The completion of the combination shall occur on the date which is five business days following the day upon which all of the approvals and determinations required to be obtained pursuant to this agreement have been obtained by Canada Coal or such earlier or later date as Canada Coal and Mijem may agree. As of February 18, 2020, the transaction was approved by the shareholders of Canada Coal at the special meeting held on February 7, 2020. The parties shall use their best efforts to cause the closing date to be on or before January 31, 2020, however, if the closing date shall not have occurred on or before February 28, 2020 (outside date), or such later date as the parties hereto agree to in writing on or before the outside date, (as last extended), any party shall have the right upon notice to the other parties to terminate this agreement. Jeffrey Klam of Caravel Law acted as legal advisor to Mijem and Tom Fenton of Aird & Berlis LLP acted as legal advisor to Canada Coal. Computershare Investor Services Inc. acted as the transfer agent and registrar for Canada Coal in this transaction.
Mijem Inc. cancelled the acquisition of Canada Coal Inc. (TSXV:CCK.H) in a reverse merger transaction on February 17, 2020. The transaction was terminated as Mijem was not able to raise the required CAD 1.85 million minimum in concurrent financing required to complete the business combination.