NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Nov. 06, 2017 (GLOBE NEWSWIRE) — Aim Explorations Ltd. (TSX-V:AXN.H) (“AIM” and/or the “Company“), a capital pool company, is pleased to announce that it has entered into a business combination agreement effective November 6, 2017 (the “Definitive Agreement“) with DMG Blockchain Solutions Inc. (“DMG“), pursuant to which AIM will acquire all of the issued and outstanding securities of DMG (the “Transaction“), as more particularly described below. The Transaction was initially announced in an AIM news release dated September 20, 2017, indicating AIM and DMG had entered into a letter of intent with respect to the Transaction.
The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the TSX Venture Exchange (the “Exchange“). If completed, the Transaction will constitute the “Qualifying Transaction” of AIM, as such term is defined in Policy 2.4 of the Exchange.
Pursuant to the Definitive Agreement, AIM will acquire all of the issued and outstanding securities of DMG from DMG’s securityholders. Each shareholder of DMG will receive one (1) AIM common share for each common share of DMG held. The stock options and share purchase warrants of DMG will also be exchanged for stock options and share purchase warrants to acquire shares of AIM. Upon completion of the Transaction, DMG will become a wholly-owned subsidiary of the Company and the Company will change its name to “DMG Blockchain Solutions Inc.”, or such other name as the parties may reasonably agree upon. The combined entity (the “Resulting Issuer“) will continue the business of DMG.
The Transaction is conditional upon, among other things:
(i) the representations and warranties of each of AIM and DMG, as set out in the Definitive Agreement, being true and correct in all material respects at the closing of the Transaction;
(ii) the absence of any material adverse change in the business of each of the parties;
(iii) the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations;
(iv) DMG obtaining the requisite shareholder approval for the Transaction;
(v) the parties obtaining requisite board approvals for the Transaction; and
(vi) AIM completing one or more private placement financings for minimum aggregate gross proceeds of not less than $7,500,000.
The Transaction will constitute an arm’s-length transaction, and as such, the business combination will not require approval by the shareholders of AIM. AIM is preparing and will submit a filing statement in connection with the Transaction in due course.
DMG and its Business
DMG Blockchain Solutions intends to be the global leader in bitcoin mining hosting, Mining as a Service (MaaS), and diversified blockchain software development.
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 and other supply chain management. DMG provides these industries with end-to-end, frictionless trust verifications key trust-based functions in a frictionless way such as identity management, provenance, automated contract execution and rules compliance — all based on blockchain technology.
DMG recently closed a non-brokered private placement (the “Private Placement”). Pursuant to the Private Placement, DMG sold an oversubscribed amount of 18,151,995 common shares of the Company (“Placement Shares”) at a price of $0.35 per Placement Share for gross proceeds of $6,353,198.25.
See AIM’s news releases dated September 20, 2017 and September 27, 2017 for further information about the Transaction, DMG and its business. DMG will issue additional press 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.
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 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.
All information in this press 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.
For further information please contact: Justin Rasekh, Director of Aim Explorations Ltd. Phone: 778-998-4235 DMG Blockchain Solutions Inc. Toll Free: 1-888-702-0258 Email: [email protected] Web: www.dmgblockchain.com Direct: 778-868-6470