Cair By David Cosmetics Inc. ("CbD") completed the acquisition of Cerro Mining Corp. (TSXV:CRX.H) from Teresa Lui, Christina Lo and others in a reverse merger transaction.
Subscription Receipt Agreement were approved On closing of the Transaction, Cerro will change its name to CAIR by David Enterprises Inc. As per announcement on September 17, 2021, Cerro as the resulting issuer will change its name to "Friday's Dog Holdings Inc." on close of the transaction. The transaction will constitute a reverse takeover transaction pursuant to Policy 5.2 Change of Business and Reverse Takeovers of the TSXV and a reactivation of Cerro as a company currently listed on the NEX Board of the TSXV. Upon completion of the transaction, the Resulting Issuer shares will be listed on the TSXV as a Tier 2 industrial issuer.
On completion, the Board of the Resulting Issuer will be comprised of five Directors- David Babaii, Director and Chief Executive Officer, Brian Ast, Chief Financial Officer, Andrew Bowering, David Velisek, Anthony Patterson, Ravinder Kang and Terence E. Block, as Directors, Kelly Willet, Chief Operating Officer and Ariel Foxman, Chief Branding Officer. As per announcement on September 17, 2021, directors and officers of resulting issuer will consist of: Richard Scheiner, Chief Executive Officer; Brian Ast, Chief Financial Officer; Andrew Bowering, Director; David Velisek, Director; Anthony Paterson, Director; Ravinder Kang, Director; Michael Kobler, Director; Kelly Willett, Chief Operating Officer; Ariel Foxman, Chief Branding Officer; and Steve Elston, Chief Creative Officer. The transaction is subject to approval by TSXV, satisfactory due diligence by Cerro related to CbD, the parties entering into a definitive amalgamation agreement by February 28, 2021, the entering into of voting support agreements by directors, officers and significant shareholders of CbD, approval of the shareholders of CbD, approval of the transaction by Cerro's disinterested shareholders in accordance with TSXV policies, no dissent rights having been exercised by CbD shareholders in excess of 10% of the issued CbD shares, completion of the consolidation of the CbD shares, completion of the concurrent financing, approval of Board of Directors of CbD and Cerro, completion of the CbD debenture offering, the entering into of pooling agreements by shareholders of CbD pursuant to which their Resulting Issuer shares will be deposited into escrow and released on terms to be set out in the definitive amalgamation agreement and other customary closing conditions. Cerro's subscription receipts issued in the private placement that raised CAD 10,109,000 will have been exchanged for Cerro Shares and the subscription funds currently held in escrow will have been released to Cerro; and the transaction will have completed not later than September 30, 2021, unless the completion deadline is extended by the parties. Following the approval of the Extraordinary Resolution by the Subscription Receiptholders, Cerro and FDI intend to call a special meeting of their respective shareholders on a date to be determined by Cerro and FDI to seek approval of the Transaction by their respective disinterested shareholders. On January 25, 2022, the transaction has been granted by the TSX Venture Exchange. As of February 22, 2022, the shareholders of Cerro has approved the deal. The transaction will close on or before February 28, 2022. Conrad Nest of Boughton Law Corporation acted as legal advisor to Cerro. Jeff Wust of McMillan LLP acted as legal advisor to Cair By David. Saturna Group Chartered Professional Accountants LLP acted as accountant to Cerro Mining Corp. Davidson & Company LLP acted as accountant to Fridays Dog Inc.
Cair By David Cosmetics Inc. ("CbD") completed the acquisition of Cerro Mining Corp. (TSXV:CRX.H) from Teresa Lui, Christina Lo and others in a reverse merger transaction on February 25, 2022. In connection with closing of the transaction, Cerro Mining Corp. issued an aggregate of 43.9 million common shares to the former shareholders of FDI. Cerro Mining Corp. closed the previously announced subscription receipt offering for gross proceeds of CAD 9.3 million. As a result of the transaction, FDI became a wholly owned subsidiary of Cerro Mining Corp. and changed its name to "Friday's Dog Holdings Inc." Trading is anticipated to resume on March 4, 2022. Upon resumption of trading, the common shares of Cerro Mining Corp. will trade under the symbol "DOGS" and Cerro Mining Corp. will be listed as a Tier 2 Industrial Issuer.