/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Nov. 13,
2017 /CNW/ - Aim Explorations Ltd. (TSX-V: AXN.H)
("AIM" and/or the "Company"), a capital pool company,
is pleased to announce that DMG Blockchain Solutions Inc.
("DMG") and the Company have engaged Canaccord Genuity Corp.
(the "Canaccord") to act as lead agent and sole bookrunner,
on its own behalf and on behalf of a syndicate of agents, who have
agreed to sell on a commercially reasonable efforts basis through
private placement subscription receipts (each, a "Subscription
Receipt") at a price of C$0.80 per Subscription
Receipt, subject to the approval by the TSX Venture Exchange (the
"Exchange"), for gross proceeds up
to C$10,000,000 (the "Offering"). The Offering is
being completed in connection with the proposed qualifying
transaction (the "Transaction") between AIM and DMG.
The Company and DMG have also granted Canaccord an option to
increase the Offering by up to an additional fifteen percent (15%)
at any time up to forty-eight (48) hours prior to the Closing Date
(as defined below).
Each Subscription Receipt shall entitle the holder thereof to
receive, upon satisfaction of the escrow release conditions on or
before the escrow release deadline (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 AIM (the
"Resulting Issuer") (each, a "Resulting Issuer
Share"). Should the escrow release conditions not be satisfied
by the Escrow Release Deadline, the Subscription Receipts will be
cancelled and all proceeds from the sale of Subscription Receipts
will be returned to subscribers.
It is anticipated that the Transaction will close by
December 30, 2017 (the "Closing
Date"), subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and stock
exchange approvals, including the approval of the Exchange. The
Resulting Issuer Shares issuable pursuant to the Offering will be
subject to a hold period lasting four months and one day following
the Closing Date.
DMG and its Business
DMG intends to be the global leader in bitcoin mining hosting
(Mining as a Service (MaaS)), and diversified blockchain software
development.
DMG is a full service blockchain and cryptocurrency company that
manages, operates, and develops end-to-end digital solutions to
monetize the blockchain ecosystem.
DMG was incorporated on September 7,
2016 and has operated its transaction verification services
business (bitcoin mining) in Western
Canada since October 2016.
Prior to and after completion of the Transaction, the Resulting
Issuer intends to expand its current
operations and/or enter into server hosting
arrangements for the transaction verification services
business.
DMG is also building a blockchain platform for the
agricultural sector and other industries reliant on trustworthy
supply chain management. DMG provides these industries with
end-to-end frictionless trust verifications such as identity
management, provenance, automated contract execution and rules
compliance—all based on blockchain technology.
See AIM's news releases dated September
20, 2017, September 27, 2017,
and November 6, 2017 for further
information about the Transaction, DMG and its business. AIM will
issue additional news releases related to the Transaction and
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.
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 or the Offering 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 Inc. 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 release are forward-looking
statements, which include completion of the proposed Transaction
and related financing, 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,
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, 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 Service
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)
SOURCE Aim Explorations Ltd.