/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.
For further information: DMG Blockchain Solutions Inc., Investor Relations: John Martin, Toll Free: 1-888-702-0258, Email: [email protected], Web: www.dmgblockchain.com, Direct: 778-868-6470; Justin Rasekh, Director of Aim Explorations Ltd., Phone: 778-998-4235