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DISSEMINATION IN THE UNITED STATES
TORONTO, June 18, 2018 (GLOBE NEWSWIRE) — AIM2 Ventures Inc. (TSXV:AIMB.P) (“AIM2”) is pleased to announce that Canopy Rivers Corporation (“Canopy Rivers”) has amended the terms of its previously announced best efforts private placement (the “Offering”) of subscription receipts (the “Subscription Receipts”). Pursuant to the revised terms of the Offering, Canopy Rivers proposes to issue and sell Subscription Receipts at a price of $3.50 per Subscription Receipt for aggregate gross proceeds of up to $104,125,000. CIBC Capital Markets, GMP Securities L.P. and Eight Capital are acting as co-lead agents, on behalf of a syndicate of agents including Cormark Securities Inc., INFOR Financial Inc. and PI Financial Corp., in connection with the Offering.
The Offering is expected to close on or about July 5, 2018. Other details of the Offering are as disclosed in AIM2 and Canopy Rivers’ joint press release dated May 30, 2018.
The Offering is being completed in connection with the proposed business combination transaction involving Canopy Rivers and AIM2 that will result in a reverse take-over of AIM2 by Canopy Rivers (the “Proposed Transaction”) and will constitute AIM2’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange). The Proposed Transaction is expected to be structured as a three-cornered amalgamation, whereby a wholly-owned subsidiary of AIM2 will amalgamate with Canopy Rivers (the “Amalgamation”) to form a newly amalgamated company. Pursuant to the Amalgamation, holders of class B common shares of Canopy Rivers (“Canopy Rivers Subordinated Voting Shares”) will receive one post-Consolidation (as defined herein) AIM2 common share (each, a “New AIM2 Subordinated Voting Share”) for each Canopy Rivers Subordinated Voting Share held and holders of the class A common shares of Canopy Rivers (the “Canopy Rivers Multiple Voting Shares”) will receive one AIM2 multiple voting share (a “New AIM2 Multiple Voting Share”) for each Canopy Rivers Multiple Voting Share held.
As at the date of this news release, AIM2 has 9,600,000 common shares issued and outstanding (on a pre-Consolidation basis) and a further 960,000 stock options and 500,000 broker warrants, each exercisable to acquire one AIM2 common share (on a pre-Consolidation basis). As at the date hereof, Canopy Rivers has the following securities issued and outstanding: 104,655,546 Canopy Rivers Subordinated Voting Shares, 36,468,318 Canopy Rivers Multiple Voting Shares, options to acquire 7,365,000 Canopy Rivers Subordinated Voting Shares and warrants to acquire 14,400,000 Canopy Rivers Subordinated Voting Shares. As at the date hereof, Canopy Growth Corporation (“Canopy Growth”), a control person of Canopy Rivers, owns 36,468,318 Canopy Rivers Multiple Voting Shares, being all of the outstanding Canopy Rivers Multiple Voting Shares, and 4,673,938 Canopy Rivers Subordinated Voting Shares, representing approximately 4.47% of the issued and outstanding Canopy Rivers Subordinated Voting Shares (on a non-diluted basis). Collectively, the Canopy Rivers Subordinated Voting Shares and the Canopy Rivers Multiple Voting Shares held by Canopy Growth represent approximately 29.15% of the issued and outstanding Canopy Rivers shares and approximately 88.01% of the votes attached to all of the issued and outstanding Canopy Rivers shares (on a non-diluted basis).
On completion of the Proposed Transaction (including the conversion of the Subscription Receipts and assuming completion of the consolidation of the common shares of AIM2 on a 26.565 for 1 basis (the “Consolidation”)), it is anticipated that there will be an aggregate of approximately 134,766,923 New AIM2 Subordinated Voting Shares and 36,468,318 New AIM2 Multiple Voting Shares issued and outstanding and additional securities convertible into or exercisable to acquire 21,819,959 New AIM2 Subordinated Voting Shares. On completion of the Proposed Transaction (including the conversion of the Subscription Receipts and assuming completion of the Consolidation), former shareholders of AIM2 will hold 361,377 AIM2 Subordinated Voting Shares, representing approximately 0.27% of the outstanding New AIM2 Subordinated Voting Shares and former shareholders of Canopy Rivers will hold 134,405,546 New AIM2 Subordinated Voting Shares, representing approximately 99.73% of the outstanding New AIM2 Subordinated Voting Shares (on a non-diluted basis). Canopy Growth will be the sole holder of the 36,468,318 New AIM2 Multiple Voting Shares.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
A subsequent news release with respect to the closing of the Offering and including a summary of certain significant financial information with respect to Canopy Rivers will follow in due course.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIM2 with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, (ii) the timing for closing of the Offering, and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect AIM2’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although AIM2 believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Proposed Transaction; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws, including the approval and implementation of the Cannabis Act; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of AIM2 and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although AIM2 has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. AIM2 does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For further information, please contact:
|AIM2 Ventures Inc.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSX Venture Exchange (“TSXV”) acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the joint management information circular of AIM2 and Canopy Rivers to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AIM2 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.