Jemi Fibre (JFI-V) April 2nd 2014 is pleased to announce that will hold a Special Meeting of its shareholders on April 9, 2014 at 11:00 a.m. at 750-1185 West Georgia Street, Vancouver, British Columbia (the "Meeting"). In connection with the Meeting, the Company has filed on SEDAR a Notice of Meeting and Information Circular (the "Information Circular"). The purpose of the meeting is to seek shareholder approval of the acquisition of WoodEx Industries Ltd., Kootenay Wood Preservers Ltd. and Prairie Holdings Inc., as previously announced on February 13, 2014 (the "Transactions") and to seek shareholder approval of a consolidation of the Company's shares on a one (1) new for three (3) old common share basis. The Company does not intend to implement the Share Consolidation unless the Transactions, including any equity financings completed in connection with the Transactions are approved by the shareholders of the Company. For more information, please review the Company's filings at www.sedar.com. In connection with the Transactions, the Company announced on February 13, 2014 that it is undertaking a non-brokered private placement (the "Offering") to sell up to 8,888,888 units (the "Units") at a price of $0.1125 per Unit for aggregate proceeds of up to $1,000,000. The Company is pleased to announce that it is increasing the size of the Offering to sell up to 26,666,666 Units.
Each Unit consists of one common share of the Company and one full share purchase warrant. Each warrant will entitle the purchaser to purchase an additional common share at a price of $0.1125 per share for a period of five years following the closing of the offering. The net proceeds of the Offering will be used to meet a condition of the closing of the Transactions and for general working capital purposes.
It is anticipated that Insiders, as that term is defined under the policies of the Exchange, will subscribe for Units in the Offering and that no new Control Persons (as such term is defined in the Information Circular and under the policies of the Exchange), will be created in connection with subscriptions for the Offering.
A finders' fee may be paid in connection with the Offering and the securities issued under the Offering will be subject to a four month hold period from the date of closing of the Offering.
In connection with the Information Circular, the Company also makes the following additional disclosure which should be read in conjunction with the Information Circular and considered by the Company's shareholders prior to voting for the matters being put forward at the Meeting:
| 1. | The reference to the term Equity Financing in the Information Circular should be considered to be a private placement financing of which up to 26,666,666 Units will be issued by Jemi at $0.1125 per Unit (described in the Information Circular as 17,777,776 Units). Where the term Equity Financing is used in the Information Circular, the context should be considered in regards to the potential additional Units being issued.
| | | | | 2. | The following chart sets out Insiders, Promoters and Control Persons (as such terms are defined in the Information Circular and the policies of the Exchange) of the Company and their respective shareholdings (on a non-diluted basis) prior to, and before the Fundamental Transaction (as such term is defined in the Information Circular):
| | | |
Insider, Promoter or
Control Person of Jemi | Jemi Shares Owned
Before the Fundamental
Transaction | Anticipated Jemi Shares
Owned After Giving Effect
to the Fundamental Transaction | | Number | Percentage(1) | Number | Percentage(2) | | Mike Jenks, Chairman and Director | 7,000,000 | 37.24 | 7,000,000 | 19.08 | | Georgina Martin, CFO and Director | 5,600,000 | 29.79 | 5,600,000 | 15.26 | | NMS Ventures Ltd. (3) | Nil | Nil | 4,000,000 | 10.90 | | RGM Holdings Ltd. (3) | Nil | Nil | 2,000,000 | 5.45 | | Brent Lokash, Secretary and Director(4) | 200,000 | 1.06 | 1,200,000 | 3.27 | | Michael Ainsworth, CEO and Director(4) | Nil | Nil | 1,000,000 | 2.72 | | Randy Hayward, Director | Nil | Nil | Nil | Nil | | Rodney Quiring, Director | Nil | Nil | Nil | Nil |
| (1) | Based on 18,795,302 issued and outstanding Jemi Shares (pre-Equity Financing)
| | | | | (2) | Based on 36,684,191 issued and outstanding Jemi Shares (including $1,000,000 of the Equity Financing, which the minimum amount raise required for the Transactions to close)
| | | | | (3) | Mike Jenks and Georgina Martin are directors and officers of each of NMS Ventures Ltd. and RGM Holdings Ltd.
| | | | | (4) | It is anticipated that Mr. Lokash and Mr. Ainsworth will, combined, exchange up to $225,000 of debt owed to them by the Company into common shares of the Company at a price of $0.1125 per share, as disclosed in the Company's news release dated February 13, 2014
| | | |
| 3. | As described in the Information Circular, Mike Jenks and Georgina Martin, who are directors, officers and Control Persons of the Company, have an interest in the Transactions in that NMS Ventures Ltd. ("NMS"), of which Mr. Jenks and Ms. Martin are offices and directors, is a 50% shareholder of WoodEx Industries Ltd. ("WoodEx"), and RGM Holdings Ltd. ("RGM"), of which Mr. Jenks and Ms. Martin are officers and directors, is a 50% shareholder of each of Kootenay Wood Preservers Ltd. ("KWP") and Prairie Holdings Inc. ("Prairie"). Further information on the interests of Mr. Jenks and Ms. Martin in the Transactions is as follows:
| | | | | | a. | NMS acquired its interest in WoodEx in consideration for agreeing to lend $1,100,000 to WoodEx. This loan is unsecured, non-interest bearing and has no set repayment terms. The effective cash subscription costs for NMS acquiring its interest in WoodEx is nominal.
| | | | | | b. | RGM acquired its interest in KWP in consideration for agreeing to lend $275,000 to KWP. This loan is unsecured, non-interest bearing and has no set repayment terms. The effective cash subscription costs for RGM acquiring its interest in KWP is nominal.
| | | | | | | c. | RGM acquired its interest in Prairie in consideration for agreeing to lend $1,100,000 to Prairie. This loan is unsecured, non-interest bearing and has no set repayment terms. The effective cash subscription costs for RGM acquiring its interest in Prairie is nominal.
| | | | | | | d. | As a result of the Transactions, NMS will receive 4,000,000 of the Company shares and RGM will receive 2,000,000 of the Company shares, all as set out in the chart above.
| | | | |
ON BEHALF OF THE BOARD OF DIRECTORS
JEMI FIBRE CORP.
"Michael Ainsworth"
______________________
Michael Ainsworth
CEO and President
For further information, please contact:
Brent Lokash, EVP
Tel: 1 604 862-5190
Email: brent.lokash@jemifibre.com |
