Toronto, Ontario–(Newsfile Corp. – February 22, 2021) – AIM5 Ventures Inc. (TSXV: AIME.P) (“AIM5” or the “Company“) and Simply Digital Technologies Inc., dba CoinSmart (“CoinSmart“) are pleased to announce that further to their press release dated February 11, 2021, CoinSmart has entered into an agreement with Eight Capital pursuant to which Eight Capital and a syndicate of agents (collectively, the “Agents“) will undertake a brokered private placement of up to 10,000,000 subscription receipts of CoinSmart (each, a “Subscription Receipt“), on a best efforts basis, at a price of C$1.00 per Subscription Receipt for gross proceeds of up to C$10,000,000 (the “Offering“). CoinSmart has also agreed to grant the Agents an option (the “Agents’ Option“), which will allow the Agents to offer such number of additional Subscription Receipts as is equal to up to 15% of the Subscription Receipts issued under the Offering, having the same price and terms as the Subscription Receipts. The Agents’ Option may be exercised in whole or in part at any time up to two days prior to the closing of the Offering.
As set out in the press release of February 11, 2021, the Offering will be conducted in connection with a business combination or other similarly structured transaction which will constitute a reverse take-over of the Company by CoinSmart (the “Transaction“). It is intended that the Transaction will be an arm’s length “Qualifying Transaction” for the Company, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV“). A comprehensive news release will be issued by the Company and CoinSmart upon the entering into of a definitive agreement in respect of the Transaction, which will set out the terms of the Transaction and include information about the Company upon closing of the Transaction (the “Resulting Issuer“).
Each Subscription Receipt issued pursuant to the Offering will entitle the holder thereof to ultimately receive, without any further action on the part of the holder or payment of any additional consideration, one common share of the Resulting Issuer (each, a “Resulting Issuer Share“), upon completion of the Transaction, subject to the satisfaction or waiver of the Escrow Release Conditions (as defined below) within 120 days following the closing of the Offering (the “Outside Date“), and provided that the Transaction has not otherwise been terminated.
The gross proceeds of the Offering less 50% of the cash commission payable to the Agents and certain reasonable costs and expenses of the Agents will be held in escrow and, upon the satisfaction or waiver of certain conditions (the “Escrow Release Conditions“), including conditions to the closing of the Transaction, the net proceeds will be released to CoinSmart and the remaining cash commission payable to the Agents will be released to the Agents. The net proceeds of the Offering will be used for working capital and general corporate purposes. In the event that the Escrow Release Conditions are not satisfied by the Outside Date, and subject to agreement by the Agents and CoinSmart to extend the Outside Date, CoinSmart is required to return to holders of Subscription Receipts the proceeds of the Offering and the Subscription Receipts will be cancelled.
CoinSmart has agreed to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including any proceeds derived from the exercise of the Agents’ Option), other than in respect of proceeds raised from purchasers on a president’s list (the “President’s List“) in respect of which the cash commission payable to the Agents will be reduced to 3.0% of the gross proceeds of such sales. In addition, CoinSmart will issue to the Agents such number of compensation warrants (each, a “Compensation Warrant“) as is equal to 7.0% of the aggregate number of Subscription Receipts sold under the Offering (including on any exercise of the Agents’ Option), other than in respect of Subscription Receipts sold to purchasers on the President’s List, in respect of which the Agents shall receive Compensation Warrants equal to 3.0% of such aggregate sales. Each Compensation Warrant will ultimately entitle the Agents to purchase one common share of the Resulting Issuer at a price of at C$1.00 for a period of 24 months following the date of the satisfaction of the Escrow Release Conditions.
The closing of the Offering is expected to take place on or about March 19, 2021.
The Subscription Receipts will be offered by way of private placement pursuant to exemptions from prospectus requirements to residents in all provinces of Canada and such other jurisdictions as may be agreed to by CoinSmart and the Agents. Subject to applicable laws and the provisions of the agency agreement to be entered into among CoinSmart and the Agents with respect to the Offering, the Agents may offer the Subscription Receipts outside of Canada, including in the United States in reliance on applicable private placement exemptions under United States federal and state securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.
The TSXV has not yet conditionally approved the listing of the Resulting Issuer Shares underlying the Subscription Receipts.
The Subscription Receipts will not be listed on any exchange and shall be subject to an indefinite hold period as set out in National Instrument 45-102 – Resale of Securities. The Resulting Issuer Shares ultimately issuable upon the conversion of the Subscription Receipts will not be subject to a hold period under applicable securities legislation in Canada.
CoinSmart is a leading Canadian-headquartered cryptocurrency exchange dedicated to providing customers with an intuitive trading platform for buying and selling digital assets, like Bitcoin and Ethereum, combined with the seamless ability to on-ramp and off-ramp fiat. Clients’ security and protection is CoinSmart’s primary focus. CoinSmart is registered as a money services business with the Financial Transactions and Reports Analysis Centre (FINTRAC) in Canada and in multiple jurisdictions. CoinSmart further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency customer and unparalleled 24/7 omni-channel customer success/support. Offering instant verification, industry leading cold wallet storage, advanced charting with order book functionality and over-the-counter premium services, CoinSmart ensures every client’s needs are met with the highest level of quality and care. For more information please visit www.CoinSmart.com.
AIM5 was incorporated under the Business Corporations Act (Ontario) on August 11, 2020 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. AIM5 has no commercial operations and no assets other than cash.
Cautionary Note Regarding Forward Looking Information
This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Offering and the Transaction will be completed on acceptable terms, the expected closing date of the Offering and the Transaction, the expected use of proceeds from the Offering and that all applicable shareholder and regulatory approvals for the Offering and Transaction, as applicable, will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, including assumptions related to market trends and past performance of CoinSmart, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
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Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
All information provided in this press release relating to CoinSmart, including forward-looking information as it relates to CoinSmart, has been provided by management of CoinSmart and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a definitive agreement with CoinSmart with respect to the Transaction (the “Definitive Agreement“), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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.
The TSXV 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 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75021