Key
Highlights:
Aim Explorations Ltd. (TSX-V:AXN.H) ("
AIM" or the
"
Company"), is pleased to announce that in
connection with the previously announced transaction with DMG
Blockchain Solutions Inc. ("
DMG") (the
"
Transaction"), it has completed its previously
announced private placement (the "
Offering") of
subscription receipts (each, a "
Subscription
Receipt") led by Canaccord Genuity Corp. (the
"
Lead Agent") and Paradigm
Capital Inc. (together with the Lead Agent, the
"
Agents"). Pursuant to the terms of the agency
agreement (the "
Agency Agreement") among the
Company, DMG and the Agents dated December 28, 2017, the Offering
included the sale of 35,076,000 Subscription Receipts at a price of
C$0.80 per Subscription Receipt, for aggregate gross proceeds of
C$28,060,800. The gross proceeds of the Offering (the
"
Escrowed Proceeds") will be held in escrow by
Computershare Trust Company of Canada (the "
Escrow
Agent") pursuant to a subscription receipt agreement
between AIM, DMG, the Lead Agent and the Escrow Agent and will be
released upon completion of the escrow release conditions. The
Transaction will constitute a Qualifying Transaction as defined in
the policies of the TSX Venture Exchange (the
"
Exchange") and the resulting issuer will be a
Tier 2 technology issuer (the "
Resulting Issuer").
Upon completion of the Transaction, it is
intended that the Resulting Issuer will be known as "DMG Blockchain
Solutions Inc." Each Subscription Receipt shall entitle the holder
thereof to receive, upon satisfaction of the escrow release
conditions on or before the escrow release deadline of February 9,
2018 or such other date and time as may be agreed to by AIM, DMG
and the Agents (the "Escrow Release Deadline"),
including all conditions precedent to the Transaction being
satisfied, and without payment of additional consideration
therefor, one common share in the capital of the Resulting Issuer
(each, a "Resulting Issuer Share").
The Subscription Receipts (including any
Resulting Issuer Shares issued on exercise thereof) are subject to
a statutory four month hold period expiring on April 29, 2018.
In consideration for their services in
connection with the Offering, the Company has agreed to pay the
Agents and certain other selling group members a cash fee equal to
an aggregate of 7.0% of the gross proceeds of the Offering
from subscriptions not on the president’s list and 3.5% of the
gross proceeds of the Offering from
subscriptions on the president’s list
(collectively, the
"Agents’ Cash
Commission"). The Company also agreed to pay the Lead
Agent a cash corporate finance fee of C$75,000 in cash and 156,250
Corporate Finance Subscription Receipts (the “Corporate
Finance Subscription Receipts”) at C$0.80
per Subscription Receipt. Each Corporate Finance Subscription
Receipt will be automatically exchanged into one common share of
the Resulting Issuer without further payment or action on the part
of the holder of the Escrow Release Deadline.
In addition to the
Agents’ Cash Commission, the Company
also agreed to issue and deliver
to the Agents certificates representing
that number of Agents’ subscription receipts (the
“Agents’ Subscription Receipts”), being
equal to an aggregate of 7.0% of
the Subscription Receipts sold under
the Offering from subscriptions from
persons not listed on the president’s
list and 3.5% of the Subscription
Receipts sold under the Offering
from subscriptions from persons listed on the president’s
list.
Each Agents’ Subscription Receipt will be
automatically exchanged into one common share purchase warrant of
the Resulting Issuer (each, an "Agents’ Warrant")
without further payment or action on the part of the holder at the
Escrow Release Deadline. Each Agents’ Warrant will be exercisable
at any time prior to the date that is 24 months from the Escrow
Release Deadline to acquire one Resulting Issuer Share at a price
of $0.80 per Resulting Issuer Share. The aggregate number of
Agents’ Warrants for the Offering is 2,382,957.
Net proceeds of the Offering will be used by the
Resulting Issuer to further the business of the Resulting Issuer
following completion of the Transaction and for general working
capital purposes.
It is anticipated that the Transaction will
close on or before February 9, 2018 or such other date as may be
agreed to by AIM, DMG and the Agents (the "Closing
Date"), subject to certain conditions including, but not
limited to, the approval of the Exchange.
In addition to proceeds raised under the
Offering of Subscription Receipts, the Company has also received
orders to date for 861,500 common shares (each, a
"Share") at a price of C$0.80 per Share for gross
proceeds of C$689,200 (the "Common Share Private
Placement"). The Common Share Private Placement is
expected to close concurrently with the closing of the Transaction.
The Common Share Private Placement is also subject to a hold period
of four months and a day from the date of issuance.
AIM will issue additional news releases related
to the Transaction, related financings and other material
information as it becomes available. There can be no assurance that
the Transaction will be completed as proposed or at all.
About DMG
DMG Blockchain Solutions Inc. is a full service
blockchain and cryptocurrency company that manages, operates and
develops end-to-end solutions to monetize the blockchain ecosystem.
DMG intends to be the global leader in bitcoin mining hosting,
Mining as a Service (MaaS), bitcoin mining, forensics and
diversified blockchain platform development.
For further information please contact:
DMG Blockchain Solutions
Inc.Investor Relations: John Martin Toll Free:
1-888-702-0258Email: investors@dmgblockchain.com Web:
www.dmgblockchain.comDirect: 778-868-6470
Geoff Balderson, Chief Executive Officer
of Aim Explorations Ltd. Phone: 604-602-0001
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein in the United States. The securities described
herein have not been registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), or any state
securities law and may not be offered or sold in the “United
States”, as such term is defined in Regulation S promulgated under
the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration requirements is available.
Cautionary Note Regarding
Forward-Looking Information
Completion of the Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and, if applicable, pursuant to the requirements of the
Exchange, shareholder approval. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the filing statement to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
Trading in the common shares of the Company has
been halted in accordance with the policies of the TSX Venture
Exchange and will remain halted until such time as all required
documentation has been filed with and accepted by the Exchange and
permission to resume trading has been obtained from the
Exchange.
All information in this news release concerning
DMG has been provided for inclusion herein by DMG. Although AIM has
no knowledge that would indicate that any information contained
herein concerning DMG is untrue or incomplete, AIM assumes no
responsibility for the accuracy or completeness of any such
information.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press
release.
Certain statements in this press release are
forward-looking statements, which include completion of the
proposed Transaction the Common Share Private Placement, the
completion of any transaction including hosting contracts with
potential customers, development of technologies, future plans,
regulatory approvals and other matters. Forward-looking statements
consist of statements that are not purely historical, including any
statements regarding beliefs, plans, expectations or intentions
regarding the future. Such information can generally be identified
by the use of forwarding-looking wording such as “may”, “expect”,
“estimate”, “anticipate”, “intend”, “believe” and “continue” or the
negative thereof or similar variations. The reader is cautioned
that assumptions used in the preparation of any forward-looking
information may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted, as
a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of the Company,
including but not limited to, business, economic and capital market
conditions, the ability to manage operating expenses, security
threats, and dependence on key personnel. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which the Company
will operate in the future, including the demand for its products,
the ability to successfully develop software, anticipated costs,
the ability to achieve goals and the price of bitcoin.
Factors that could cause the actual results to
differ materially from those in forward-looking statements include,
failure to obtain regulatory approval, the continued availability
of capital and financing, equipment failures, failure to obtain any
permits required to operate the business, the impact of technology
changes on the industry, competition, security threats including
stolen bitcoins from DMG or its customers, consumer sentiment
towards DMG’s products, services and blockchain technology
generally, failure to develop new and innovative products,
litigation, increase in operating costs, failure of counterparties
to perform their contractual obligations, government regulations,
loss of key employees and consultants, and general economic, market
or business conditions. Forward-looking statements contained in
this news release are expressly qualified by this cautionary
statement. The reader is cautioned not to place undue reliance on
any forward-looking information.
The forward-looking statements contained in this
press release are made as of the date of this press release.
Except as required by law, AIM disclaims any intention and assumes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. Additionally, AIM undertakes no obligation to
comment on the expectations of, or statements made by, third
parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
(Not for dissemination in the United
States of America)
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