Key
Highlights:
Aim Explorations Ltd. (TSX-V:AXN.H) ("
AIM" or the
"
Company"), is pleased to amend the terms of the
private placement announced on November 13, 2017. AIM and DMG
Blockchain Solutions Inc. ("
DMG") have increased
the private placement to up to 31,250,000 subscription receipts
(each a "
Subscription Receipt") at a price of
$0.80 per Subscription Receipt for gross proceeds up to $25,000,000
and minimum gross proceeds of $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 Genuity Corp. (the
"
Lead Agent") 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).
Dan Reitzik, the CEO of DMG commented, “We are
delighted by the response from the investment community to our
offering and welcome Element Fleet Management Corp. as a strategic
investor. We are excited about working with Element, the
global leader in fleet management, to develop one of the most
significant blockchain technology solutions in the industry.”
Upon completion of the previously announced
amalgamation, it is intended that AIM will be known as "DMG
Blockchain Solutions Inc." (the "Resulting
Issuer"). 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 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.
The statutory hold period of four months will commence on the
closing of the Offering. 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 of the Offering.
The closing of the Subscription Receipt
financing is subject to the Company graduating from the NEX board
to the TSX Venture Exchange Tier 2 (the
"Exchange"), which the Company expects to occur on
or about December 20, 2017.
It is anticipated that the Transaction will
close in the first quarter of 2018 (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.
Strategic Investment from Element Fleet
Management Corp.
The Company and DMG are pleased to announce that
Element Fleet Management Corp. ("Element")
(TSX:EFN) has committed to making a strategic investment in the
Resulting Issuer for an ownership stake of approximately 9.9% of
the Resulting Issuer on an undiluted basis.
DMG and Element are working towards the
development of a leading-edge blockchain solution for
fleet-management that is expected to result in greater efficiencies
and cost-savings for Element’s fleet customers and business
partners and new product offerings. DMG welcomes Element’s
investment which further solidifies DMG’s position as a leading
blockchain solution provider for IoT applications.
"Blockchain technology represents a paradigm
change with profound implications for fleet, where on a continuous
basis organizations need to optimize the value of their
mission-critical assets, manage complex supply chains, and comply
with strict regulatory and reporting requirements," said John Wall,
Chief Technology Officer of Element. "This investment and
collaboration will allow us to accelerate innovation and deploy
blockchain-based solutions for our clients that make their fleet
and mobility activities smarter, safer and more secure."
See AIM’s news releases dated November 6, 2017
and November 13, 2017 for further information about the
Transaction, the Offering, 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 and the Offering
will be completed as proposed or at all.
About DMG
DMG Blockchain Solutions 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), and diversified blockchain platform
development. For more information, please visit
dmgblockchain.com.
About Element Fleet
Management
Element Fleet Management is a global leader in
the fleet management industry, providing world-class fleet
management services that empower extraordinary results across the
total fleet lifecycle. It provides a comprehensive range of
services across many asset types, helping customers in a variety of
industries around the world increase productivity, mitigate risk
and reduce total cost of ownership. For more information, please
visit
elementfleet.com/about-us.
For further information please contact:
DMG Blockchain Solutions
Inc.Investor Relations: John Martin Toll Free:
1-888-702-0258Email: info@dmgblockchain.comWeb:
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 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 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 and related financing, the potential
collaboration with Element, the potential investment by Element,
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, the impact of technology changes on the
industry, 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 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)
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