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Golden Bridge closes reverse takeover by CIM

2016-04-29 19:35 ET - News Release

Mr. Jiubin Feng reports

CIM INTERNATIONAL GROUP INC. (FORMERLY GOLDEN BRIDGE DEVELOPMENT CORPORATION) ANNOUNCES COMPLETION OF REVERSE TAKE-OVER TRANSACTION

Further to its press releases dated Jan. 28, 2016, and March 24, 2016, CIM International Group Inc. (formerly Golden Bridge Development Corp.) has completed the previously announced securities exchange involving CIM Development (Markham) LP, CIM Investment & Development LP, Global King Inc. and Shang Titlist Investment Inc. (referred to collectively as the CIM parties) and acquired 10 million Class A units in a new limited partnership named CIM Mackenzie Creek LP in exchange for 40 million consolidated common shares in the capital of the company issued at a deemed price of 25 cents per consolidated share. The issuance of the consideration shares resulted in a reverse takeover of the company by the CIM parties and a change of control.

Shareholders of the company were overwhelmingly supportive of the transaction and related matters at the annual and special meeting of the shareholders held on April 8, 2016. Details of the transaction and related matters are set out in the management information circular dated March 7, 2016, prepared for the April 8 shareholder meeting. The circular can be found on SEDAR under the company's profile.

Prior to the closing of the transaction, effective as at the close of business on April 29, 2016, the common shares of the company were delisted from the TSX Venture Exchange at the request of the company. The delisting of the common shares from the TSX-V had been approved by the shareholders at the April 8 shareholder meeting. The company has received conditional approval from the Canadian Securities Exchange to list the shares of the company on the CSE. The company anticipates its shares will commence trading on the CSE shortly following submission by the company of final documentation.

In connection with closing of the transaction, the company filed articles of amendment to change its name and to consolidate its issued and outstanding shares on the basis of one postconsolidated share for five preconsolidated shares.

Concurrently with closing the transaction, the company closed a private placement financing with two subscribers for 2.4 million consolidated common shares at an issue price of 25 cents per share for gross proceeds of $600,000. The shares are subject to a four-month hold period. No fees or commissions were paid in respect of the financing. The proceeds of the financing will be used for working capital purposes.

Following the share consolidation, the issuance of the consideration shares and the private placement financing, there are now 46,132,616 consolidated common shares outstanding, on a non-diluted basis. The CIM parties collectively hold 86.7 per cent of the shares. Both CIM Investment & Development LP and Shang Titlist Investment Inc. are deemed to be controlling shareholders of the company under applicable securities legislation, holding 40.88 per cent and 44.59 per cent, respectively. The shareholders of the company who held shares prior to the issuance of the consideration shares and the private placement financing now hold 8.10 per cent of the outstanding common shares.

In compliance with CSE rules, each of CIM Investment & Development LP and Shang Titlist Investment Inc. entered into an escrow agreement with the corporation and Equity Financial Trust Co. (the escrow agent), pursuant to which the common shares held by such shareholders have been deposited with the escrow agent to be held in escrow under the terms of the escrow agreement.

Mackenzie Creek LP holds all of the issued and outstanding limited partnership units of CIM Development (Markham) LP, which beneficially owns vacant property of approximately 10 acres located at 9900 Markham Rd. and 5899 Major Mackenzie Dr. East, in Markham, Ont. CIM Development (Markham) LP has commenced the development of a 195-residential-townhouse project called Mackenzie Creek on the property.

The company holds 10 million non-voting Class A units in Mackenzie Creek LP, which entitle the holder to priority for the first $6-million of distributions made by Mackenzie Creek LP. The Class A units are redeemable, in whole or in part, for $1 per unit or $10-million in total at the option of the company at any time after the third year anniversary of the closing date. Distributions by Mackenzie Creek LP will depend upon profits from Mackenzie Creek residential townhouse project. Neither the company nor Mackenzie Creek LP will have control over or management responsibilities for the Mackenzie Creek project.

The transaction resulted in a change of business for the company. The company was formerly a mining exploration company. The company's primary asset is no longer its mining property interests but its investment in Mackenzie Creek LP and, accordingly, an indirect, passive investment in the Mackenzie Creek project. The company intends to be a diversified industries company with the twin objectives in the near term of further mining exploration and development and additional investments in residential real estate developments, whether passive or more direct.

Management of company

Jiubin Feng has been appointed as president, chief executive officer and chairman of the board of directors of the company. The company's former president and CEO, Changlin (Charles) Qin, continues as a director of the company. The company's chief financial officer, Dan Fuoco, continues as CFO. The board of directors of the company comprises seven directors. In addition to Mr. Feng and Mr. Qin, the directors of the company are: Paul Lin and John Eansor, both of whom were directors of the company prior to the transaction, and Qiang Fu, Dianyuan Zhang and Yanfeng Chen. Biographies of all of the directors and officers of the company are included in the circular.

We seek Safe Harbor.

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