News Column

Jemi Fibre Corp. Announces Acquisitions and Private Placement

February 13, 2014

Newsfile Corp.

Vancouver, British Columbia--(Newsfile Corp. - February 13, 2014) - Jemi Fibre Corp. (TSXV: JFI) ("Jemi Fibre" or the "Company") is pleased to announce that it has entered into (i) a letter of intent with WoodEx Industries Ltd. ("WoodEx") dated February 12, 2014, pursuant to which Jemi Fibre will acquire all of the issued and outstanding shares of WoodEx (the "WoodEx LOI"); and (ii) a letter of intent with Kootenay Wood Preservers Ltd. ("KWP") and Prairie Holdings Inc. ("Prairie") dated February 12, 2014 pursuant to which Jemi Fibre will acquire all of the issued and outstanding shares of KWP and Prairie (the "KWP/Prairie LOI").

The transactions contemplated by the WoodEx LOI and the KWP/Prairie LOI (collectively, the "Transactions") will collectively constitute a "Fundamental Acquisition" as contemplated by the policies of the TSX Venture Exchange (the "Exchange") and this news release has been prepared to fulfill certain disclosure requirements contained within those policies.

Business of WoodEx

WoodEx operates a sawmill located in Edgewater, B.C. The sawmill is situated on approximately 50 acres of land and on a nominal board foot basis, has capacity to produce approximately 110 million BFM per annum. Its principal wood product is designed for the Japanese housing market.

Business of KWP

KWP is a post peeling and treatment operation and plant, with its principal operations located in Cranbrook, B.C. on approximately 70 acres of land. It produces treated timber products for agricultural, highway and telephone pole use.

Business of Prairie

Prairie is a contract logger operating in the Kootenay region of B.C. It has a current run rate of approximately 250,000 cubic metres of logging per annum.

Details of the Transactions

Under the terms of the WoodEx LOI, Jemi Fibre will issue 8,000,000 common shares to the shareholders of WoodEx.

Under the terms of the KWP/Prairie LOI, Jemi Fibre will issue 4,000,000 common shares to the shareholders of KWP and Prairie.

Conditions to Completion

Completion of the Transactions is subject to a number of conditions, including but not limited to, entering into definitive agreements with WoodEx, KWP and Prairie, Exchange acceptance, any other required regulatory and/or shareholder approval, and completion by Jemi Fibre of a concurrent financing as described below.

Non Arm's Length

WoodEx, KWP and Prairie are not dealing at arm's length with Jemi Fibre in that Mike Jenks and Georgina Martin, directors and principal shareholders of Jemi Fibre, are directors of NMS Ventures Ltd., which owns 50% of WoodEx and are directors of RGM Holdings Ltd., which owns 50% of each of KWP and Prairie. Accordingly, each of the Transactions will constitute a "non-arm's length transaction", as that term is defined in Exchange Policy 2.4.

Concurrent Financing and Conversion of Debt

In connection with the Transactions, Jemi Fibre 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.

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 financing.

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 a condition of the Offering, the Company intends to exchange up to $225,000 of debt owed to certain management of the Company into common shares of the Company at a price of $0.1125 per share.

The Offering and the shares for debt exchange are subject to the approval of the Exchange.

Post-Transaction Share Capital

Upon completion of the Transactions and the Offering, the Company anticipates that it will have 39,684,192 common shares issued and outstanding.

Finder's Fee

There are no finder's fees payable in connection with the Transactions or the Offering.

Trading Halted

In accordance with Exchange policies, the Company's common shares are currently halted from trading and will remain so until such time as the Exchange determines otherwise, which, depending on the policies of the Exchange, may not occur until the completion of the Transaction.



" Michael Ainsworth"

Michael Ainsworth

CEO and President

For further information, please contact:

Brent Lokash, EVP

Tel: 1 604 862-5190


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies f the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

For more stories on investments and markets, please see HispanicBusiness' Finance Channel

Source: Newsfile Press Release Wire

Story Tools