CIM International Group Inc.

April 29, 2016 19:25 ET

CIM International Group Inc. (Formerly Golden Bridge Development Corporation) Announces Completion of Reverse Take-Over Transaction

TORONTO, ONTARIO--(Marketwired - April 29, 2016) - Further to its press releases dated January 28, 2016 and March 24, 2016, CIM International Group Inc. (formerly Golden Bridge Development Corporation ("the "Company")) announces that it has completed the previously announced securities exchange involving CIM Development (Markham) LP ("CIM LP"), CIM Investment & Development LP, Global King Inc. and Shang Titlist Investment Inc. (the three foregoing entities referred to collectively as the "CIM Parties") and acquired 10,000,000 Class A units (collectively, the "Class A Units") in a new limited partnership named CIM Mackenzie Creek Limited Partnership (the "Mackenzie Creek LP") in exchange for 40,000,000 consolidated common shares in the capital of the Company (the "Consideration Shares") issued at a deemed price of $0.25 per consolidated share. The issuance of the Consideration Shares resulted in a reverse take-over of the Company by the CIM Parties (the "Transaction") 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 (the "Circular") prepared for the April 8 shareholders' meeting which can be found at www.sedar.com 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 Toronto Venture Exchange (the "TSX-V") 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 shareholders meeting. The Company has received conditional approval from the Canadian Securities Exchange (the "CSE") 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 post-consolidated share for five pre-consolidated shares.

Concurrently with closing the Transaction, the Company closed a private placement financing with two subscribers for 2,400,000 consolidated common shares at an issue price of $0.25 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% of the shares. Each of 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% and 44.59%, 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% 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 (the "Escrow Agreement") with the Corporation and Equity Financial Trust Company (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 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 Road and 5899 Major Mackenzie Drive East, in Markham, Ontario. CIM Development (Markham) LP has commenced the development of a 195 residential townhouse project called "Mackenzie Creek" on the property.

The Company holds 10,000,000 non-voting Class A Units in Mackenzie Creek LP which entitle the holder to priority for the first $6,000,000 of distributions made by Mackenzie Creek LP. The Class A Units are redeemable, in whole or in part, for $1.00 per unit or $10,000,000 in the aggregate at the option of the Company at any time after the third year anniversary of the Closing. 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

Mr. Jiubin Feng has been appointed as President, CEO 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 CFO, Mr. Dan Fuoco continues as CFO. The board of directors of the Company is comprised of seven directors. In addition to Mr. Feng and Mr. Qin, the directors of the Company are: Mr. Paul Lin and Mr. John Eansor, both of whom were directors of the Company prior to the Transaction, and Mr. Qiang Fu, Mr. Dianyuan Zhang and Mr. Yanfeng Chen. Biographies of all the directors and officers of the Company are included in the Circular.

Forward-Looking Statements

This press release contains or refers to forward-looking information, including statements regarding the listing of the Company on the CSE and the future objectives of the Company, and is based on current expectations that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, delays in obtaining or failures to obtain required regulatory approvals, including CSE approval, changes in equity markets, difficulty in raising capital and delays or changes in the development of the real estate project. Any statements that involve predictions, expectations, beliefs, plans, projections, objectives, assumptions or that refer to future events or performance (often, but not always, using phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, to occur or be achieved) are not statements of historical fact and are intended to identify forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

Neither the TSX-V, nor the CSE nor their Regulation Services Providers (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. The TSX-V has in no way passed upon the merits of the Transaction.

Contact Information

  • CIM International Group Inc.
    Mr. Jiubin Feng
    President and Chief Executive Officer
    9140 Leslie Street, Suite 310
    Richmond Hill, Ontario, L4B 0A9
    Tel: (905) 597-8858