NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESVANCOUVER, British Columbia, Feb. 06, 2018 — Aim Explorations Ltd. (TSX-V:AXN.P) (“AIM” or the “Company“), a capital pool company, is pleased to announce that it has filed a filing statement (the “Filing Statement“) dated February 6, 2018 regarding its proposed qualifying transaction (the “Qualifying Transaction“) with DMG Blockchain Solutions Inc. (“DMG“) and received conditional approval from the TSX Venture Exchange (“TSXV“) for the Qualifying Transaction. The Companyâ€™s proposed transaction with DMG will constitute a â€œQualifying Transactionâ€� as defined in the policies of the TSXV and the resulting issuer will be a Tier 2 technology issuer (the “Resulting Issuer“). Upon completion of the Qualifying Transaction, it is intended that the Resulting Issuer will be known as “DMG Blockchain Solutions Inc.”In connection with the Qualifying Transaction, the Company will acquire all of the issued and outstanding securities of DMG by way of a three-cornered amalgamation whereby DMG will amalgamate with a wholly-owned subsidiary of the Company. Closing of the Qualifying Transaction is expected to occur on or about February 8, 2018, or such other date as AIM and DMG may determine.The completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to receipt of all required regulatory consents, including final TSXV acceptance. Concurrent with closing of the Qualifying Transaction, the Companyâ€™s previously announced private placement (the “Offering“) of subscription receipts (each, a “Subscription Receipt“) led by Canaccord Genuity Corp. (the “Lead Agent“) and Paradigm Capital Inc. (together with the Lead Agent, the “Agents“) is expected to convert into Resulting Issuer Shares (as defined below). Pursuant to the terms of the agency agreement (the “Agency Agreement“) among the Company, DMG and the Agents dated December 28, 2017, the Offering included the sale of 35,076,000 Subscription Receipts at a price of C$0.80 per Subscription Receipt, for aggregate gross proceeds of C$28,060,800. The gross proceeds of the Offering (the “Escrowed Proceeds“) are held in escrow by Computershare Trust Company of Canada (the “Escrow Agent“) pursuant to a subscription receipt agreement among AIM, DMG, the Lead Agent and the Escrow Agent and will be released upon completion of the escrow release conditions. 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 February 9, 2018 or such other date and time as may be agreed to by AIM, DMG and the Agents (the “Escrow Release Deadline“), including all conditions precedent to the Qualifying 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“).In addition to proceeds raised under the Offering of Subscription Receipts, the Company has also received orders to date for 862,500 common shares (each, a “Share“) at a price of C$0.80 per Share for gross proceeds of C$690,000 (the “Common Share Private Placement“). The Common Share Private Placement is expected to close concurrently with the closing of the Qualifying Transaction. The Shares issued under the Common Share Private Placement are subject to a hold period of four months and a day from the date of issuance. The Common Share Private Placement is expected to close concurrently with closing of the Qualifying Transaction.Trading in the common shares of AIM is currently halted and will resume under the symbol â€œDMGIâ€� following publication of the Final Exchange Bulletin by the TSXV in respect of the closing of the Qualifying Transaction.Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying 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. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.Please see the Filing Statement, which is available on SEDAR at www.sedar.com., for more information regarding the Qualifying Transaction, DMG and its business. The Company will issue additional news releases related to the Qualifying Transaction and other material information as it becomes available.About DMGDMG Blockchain Solutions Inc. is a full service diversified 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.
For further information please contact:DMG Blockchain Solutions Inc.
Toll Free: 1-888-702-0258
Email: [email protected]
Direct: 778-868-6470Geoff Balderson, Chief Executive Officer of Aim Explorations Ltd.
Phone: 604-602-0001This 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 â€œU.S. Securities Actâ€�), or any state securities law and may not be offered or sold in the â€œUnited States,â€� 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 InformationCompletion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Qualifying 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 Qualifying 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 TSXV and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.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.Certain statements in this press release are forward-looking statements, which include completion of the proposed Qualifying Transaction and the Offering, 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 â€œmayâ€�, â€œexpectâ€�, â€œestimateâ€�, â€œanticipateâ€�, â€œintendâ€�, â€œbelieveâ€� and â€œcontinueâ€� 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, changes in regulations, 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, and the ability to achieve goals.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, failure of counterparties to perform their contractual obligations, government and stock exchange 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 Services 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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