A total of C$28,060,800 of Subscription Receipts and orders of C$689,200 of Common Shares pursuant to the Common Share Private Placement (as defined below) expected to close concurrently with the Transaction.Financing will allow DMG to accelerate its growth in bitcoin mining and MaaS, forensics, and the development of its blockchain platforms VANCOUVER, British Columbia, Dec. 28, 2017 — 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 DMGDMG 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: 1-888-702-0258
Email: [email protected]
Direct: 778-868-6470Geoff Balderson, Chief Executive Officer of Aim Explorations Ltd.
Phone: 604-602-0001This 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 InformationCompletion 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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