TORONTO, Jan. 4, 2018 /CNW/ - AIM1 Ventures Inc. (TSX-V: AIMI.P) ("AIM" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI") effective January 4, 2018, to complete a qualifying transaction (the "Acquisition") pursuant to which the Company will acquire all of the issued and outstanding securities of James E. Wagner Cultivation Ltd. ("JWC"), an arm's-length Ontario-based licensed producer of medical cannabis.
The Acquisition is expected to be structured as a three-cornered amalgamation and constitute a reverse takeover of the Company by JWC's shareholders ("RTO") in accordance with the rules and policies of the TSX Venture Exchange (the "Exchange"). The Company intends that the Acquisition will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange). For the purposes of the Acquisition, it is intended that the shareholders of JWC will receive common shares of the Company (the "AIM Shares") in exchange for their common shares of JWC (the "JWC Shares") on the basis of one (1) AIM Share for each one (1) JWC Share, assuming completion of the AIM Consolidation (defined below).
Upon successful completion of the Acquisition, it is anticipated that the Company will be listed as a Tier 2 Industrial issuer operating as a licensed producer of medical cannabis. For convenience, the Company after the completion of the Acquisition, is referred to herein as the "Resulting Issuer".
James E. Wagner Cultivation Ltd.
JWC is licensed under the Access to Cannabis for Medical Purposes Regulations ("ACMPR") to cultivate medical cannabis. JWC was granted its initial licence on January 10, 2017, and expects to apply for an amendment to such licence permitting it to sell to the public in Q1 2018. JWC carries out its principal activity of producing cannabis from its facilities in Kitchener, Ontario pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.
JWC is a premier Cannabis business that focuses on growing its Cannabis aeroponically, using cutting edge Cannabis technologies and growing practices. Although many methods are used to produce Cannabis under the ACMPR, it is important to note that these methods will often result in a variety of different outcomes. Through its various proprietary technologies involved in all stages of the growing process, JWC prides itself on continuing to provide patients with clean, consistent medical cannabis products of high quality.
AIM1 Ventures Inc.
AIM was incorporated under the Business Corporations Act (Ontario) and is a Capital Pool Company listed on the Exchange. AIM has no commercial operations and has no assets other than cash.
Pursuant to the LOI, the Acquisition is subject to the parties successfully entering into a definitive business combination agreement (the "Definitive Agreement") in respect of the Acquisition on or before February 15, 2018, or such other date as AIM and JWC may mutually agree. Completion of the proposed transaction is also subject to a number of other conditions, including but not limited to: completion of customary due diligence, receipt of all necessary regulatory, corporate and third-party approvals, Exchange approval, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained
If the Acquisition is completed, it is anticipated that the board of directors of the Resulting Issuer will consist of five (5) directors (the "New Directors") each of whom will be nominated by JWC and elected at a meeting of the shareholders of the Resulting Issuer. The New Directors will appoint the executive officers of JWC.
It is anticipated that the completion of the Acquisition will involve, among other things, the following steps, however, the parties may agree to include additional or alternative steps based on tax efficiencies and the advice of their respective legal and financial advisors:
- the consolidation of the AIM Shares on a 7.5 for 1 basis (the "AIM Consolidation"), subject to shareholder approval;
- following completion of the AIM Consolidation, the issuance by AIM of approximately 328,839,947 AIM Shares (on a pre-consolidation basis) to the holders of JWC Shares in exchange for all of the outstanding common shares in the capital of JWC, such that JWC will become a wholly-owned subsidiary of the Company;
- the issuance of 56,723,623 options, warrants and other convertible securities into AIM Shares to certain security holders of JWC (on a pre-consolidation basis);
- receipt of all director, shareholder and regulatory approvals relating to the Acquisition, including, without limitation, the approval of the Exchange; and
- each of the parties shall have executed, delivered and performed all covenants on their respective parts to be performed under the Definitive Agreement, and all representations and warranties of each party contained in the Definitive Agreement shall be true and correct at the time of closing of the Acquisition.
Certain of the AIM Shares issuable pursuant to the Acquisition may be subject to the escrow requirements of the Exchange and hold periods as required by applicable securities laws.
The proposed Acquisition is subject to the sponsorship requirements of the Exchange, unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent press release of AIM. An agreement to sponsor should not be construed as an assurance with respect to the merits of the transaction or the likelihood of completion of the proposed Acquisition.
Trading in AIM Shares
Trading in the Company's shares has been halted in compliance with the policies of the Exchange. Trading in the Company's shares will remain halted pending the review of the proposed Acquisition by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in the shares of the Company will not resume prior to the closing of the Acquisition.
Disclosure and Caution
Further details about the proposed Acquisition and the Resulting Issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Acquisition. Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.
All information provided in this press release relating to JWC has been provided by management of JWC and has not been independently verified by management of the Company. As the date of this press release, the Company has not completed a Definitive Agreement with JWC and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed, or that the Acquisition will be completed.
In connection with the LOI, JWC was advised by its legal counsel, DLA Piper (Canada) LLP. Dentons Canada LLP acted as legal counsel to AIM.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in securities of AIM Ventures Inc. should be considered highly speculative.
The 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.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds, the results of financing efforts and the parties' due diligence reviews, and general market conditions -- that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Aim1 Ventures Inc.
For further information: Aaron Salz, Chief Executive Officer and a Director, AIM1 Ventures Inc., [email protected]; Nathan Woodworth, President and Chief Executive Officer, James E. Wagner Cultivation Ltd., [email protected]