Mr. Geoff Balderson reports
DMG BLOCKCHAIN SOLUTIONS INC. AND AIM EXPLORATIONS LTD. ANNOUNCE CLOSING OF C$28,060,800 SUBSCRIPTION RECEIPT FINANCING IN CONNECTION WITH THE QUALIFYING TRANSACTION
In connection with the previously announced transaction with DMG Blockchain Solutions Inc., Aim Explorations Ltd. has completed its previously announced private placement of subscription receipts led by Canaccord Genuity Corp. and Paradigm Capital Inc. Pursuant to the terms of the agency agreement among the company, DMG and the agents dated Dec. 28, 2017, the offering included the sale of 35,076,000 subscription receipts at a price of 80 cents per subscription receipt, for aggregate gross proceeds of $28,060,800. The gross proceeds of the offering will be held in escrow by Computershare Trust Company of Canada pursuant to a subscription receipt agreement between Aim, DMG, the lead agent and the escrow agent and will be released upon completion of the escrow release conditions. The transaction will constitute a qualifying transaction as defined in the policies of the TSX Venture Exchange, and the resulting issuer will be a Tier 2 technology issuer.
Upon completion of the transaction, it is intended that the resulting issuer will be known as DMG Blockchain Solutions Inc. Each subscription receipt shall entitle the holder thereof to receive, upon satisfaction of the escrow release conditions on or before the escrow release deadline of Feb. 9, 2018, or such other date and time as may be agreed to by Aim, DMG and the agents, 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.
The subscription receipts (including any resulting issuer shares issued on exercise thereof) are subject to a statutory four-month hold period expiring on April 29, 2018.
In consideration for their services in connection with the offering, the company has agreed to pay the agents and certain other selling group members a cash fee equal to an aggregate of 7.0 per cent of the gross proceeds of the offering from subscriptions not on the president's list and 3.5 per cent of the gross proceeds of the offering from subscriptions on the president's list. The company also agreed to pay the lead agent a cash corporate finance fee of $75,000 in cash and 156,250 corporate finance subscription receipts at 80 cents per subscription receipt. Each corporate finance subscription receipt will be automatically exchanged into one common share of the resulting issuer without further payment or action on the part of the holder of the escrow release deadline.
In addition to the agent cash commission, the company also agreed to issue and deliver to the agents certificates representing that number of agent subscription receipts, being equal to an aggregate of 7.0 per cent of the subscription receipts sold under the offering from subscriptions from persons not listed on the president's list and 3.5 per cent of the subscription receipts sold under the offering from subscriptions from persons listed on the president's list.
Each agent subscription receipt will be automatically exchanged into one common share purchase warrant of the resulting issuer without further payment or action on the part of the holder at the escrow release deadline. Each agent warrant will be exercisable at any time prior to the date that is 24 months from the escrow release deadline to acquire one resulting issuer share at a price of 80 cents per resulting issuer share. The aggregate number of agent warrants for the offering is 2,382,957.
Net proceeds of the offering will be used by the resulting issuer to further the business of the resulting issuer following completion of the transaction and for general working capital purposes.
It is anticipated that the transaction will close on or before Feb. 9, 2018, or such other date as may be agreed to by Aim, DMG and the agents, subject to certain conditions, including, but not limited to, the approval of the exchange.
In addition to proceeds raised under the offering of subscription receipts, the company has also received orders to date for 861,500 common shares at a price of 80 cents per share for gross proceeds of $689,200. The common share private placement is expected to close concurrently with the closing of the transaction. The common share private placement is also subject to a hold period of four months and a day from the date of issuance.
Aim will issue additional news releases related to the transaction, related financings and other material information as they become available. There can be no assurance that the transaction will be completed as proposed or at all.
DMG Blockchain Solutions Inc.
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), bitcoin mining, forensics and diversified blockchain platform development.
We seek Safe Harbor.
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