Aim3 sedar

Toronto, Ontario-- Newsfile Corp. The Company and Vox are also pleased to announce that the Exchange has provided conditional approval for the Qualifying Transaction and the concurrent private placement, proposed name change and share consolidation and the listing of additional securities to be issued in connection with the Qualifying Transaction.

The Qualifying Transaction is expected to close on May 19, For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Company's press releases dated March 2,April 27, and May 7, and the Filing Statement, which is available under the Company's SEDAR profile at www.

The Qualified Person is a qualified person as defined in National Instrument He has reviewed and is responsible for the technical information in this news release. Vox is a growth focused mining royalty and streaming company that was incorporated under the Companies Law of the Cayman Islands as a Special Economic Zone Company on January 22, Vox has a portfolio of 37 royalties and streaming assets, including 9 royalties and streams and 1 royalty option and it has entered into binding letters of intent and agreements to acquire an additional 27 royalties.

Vox has royalties and agreements to acquire royalties on producing mines in addition to royalties over several long-life, development-stage assets. Recognizing the upside potential of exploration success, Vox also acquires and holds a portfolio of royalties over exploration-stage assets.

AIM3 has no commercial operations and no assets other than cash. 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.

Although the Company believes that the expectations reflected in the forward-looking information are reasonable, 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: delay or failure to receive board or regulatory approvals; delay or failure to complete the corporate steps required for closing 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. 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 United States Securities Act ofas amended the "U. Securities Act" or any state securities laws and may not be offered or sold within the United States or to U.Vaaldiam Mining Inc.

Valdor Technology International Inc. Valdy Investments Ltd. Valencia Capital Inc. Valener Inc. The Valens Company Inc. Valentine Ventures Corp. Valhalla Resources Ltd. Valiant Energy Inc.

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Valiant Enterprises Ltd. Valkyries Petroleum Corp. Valley Fiber Ltd. Valley High Ventures Ltd. Valmec Capital Inc. Valmie Resources, Inc. ValOre Metals Corp. Valorem Resources Inc. Valterra Resource Corporation. Valucap Investments Inc. Value Partners Group Inc. Vampt America, Inc. Vanadian Energy Corp. Vanadium One Iron Corp. Vanity Capital Inc. Vanoil Energy Ltd. VantagePoint Systems, Inc. Vatic Ventures Corp.

VBI Vaccines Inc. Vecima Networks Inc. Vector Wind Energy Inc. Vega Mining Inc. Vela Resources Corp. Velocity Minerals Ltd. Veloguide Inc. Velvet Exploration Ltd. Venator Petroleum Company Ltd. Vendetta Mining Corp.Toronto, Ontario-- Newsfile Corp. The Company P "AIM3" or the "Company"today announced the voting results from its annual and special meeting of the Company's shareholders the "Shareholders"held on March 26, the "Meeting".

It is intended that the Transaction will be an arm's length No deposit, loan or cash advance was made by the Company to Full text RSS feeds which can be categorized by type and industry are available upon request.

Our commitment to delivering the best personal service defines our business and inspires our efforts every day. The way we see it, a helpful voice on the phone is always welcomed.

In addition to respecting you, Newsfile is respected as an accredited source of business news—making every story we handle become trusted for retail and institutional investment decisions. Complete the form to the right and a customer service representative will contact you to answer your questions.

Login Search Search. Toggle navigation. AIM3 Ventures Inc. Sign Up. Tell Us Your Story. Learn More. All rights reserved. Treating you—and your story—with courtesy and care. Send Message.Toronto, Ontario-- Newsfile Corp. The proposed transaction the " Qualifying Transaction " will constitute an arm's length qualifying transaction for AIM3 as such term is defined under Policy 2. The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction as such term is defined in the Policy and as such, the Company will not be required to obtain shareholder approval of the Qualifying Transaction.

In addition, the Qualifying Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument - Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5. As a result, no meeting of the shareholders of the Company is required pursuant to the Policy or securities law.

Under the terms of the Business Combination Agreement, as consideration for the Merger, each shareholder of Vox the " Vox Shareholders " will be entitled to receive one post-Consolidation share of the Resulting Issuer a " Resulting Issuer Share " for each share of Vox a " Vox Share " held by such Vox Shareholder immediately prior to the completion of the Qualifying Transaction. It is anticipated that 26, Resulting Issuer Shares will be issued to current Vox Shareholders in connection with the Qualifying Transaction.

Each outstanding warrant of Vox a " Vox Warrant " to purchase a Vox Share and will be exchanged for one Resulting Issuer warrant a " Resulting Issuer Warrant " immediately prior to the completion of the Qualifying Transaction with the Resulting Issuer Warrants being issued on substantially the same terms and conditions as the applicable Vox Warrants, all on a post-Consolidation basis.

AIM3 Ventures Inc.

Finally, each outstanding option to purchase a Vox Share a " Vox Option " will be exchanged for one Resulting Issuer option a " Resulting Issuer Option " immediately prior to the completion of the Qualifying Transaction, with the Resulting Issuer Options being issued on substantially the same terms and conditions as the applicable Vox Option, all on a post-Consolidated basis. Vox intends to engage an agent in connection with the Brokered Offering, with such agent to receive a cash commission in connection with the closing of the Offering.

Details of the arrangement between the agent and Vox will be detailed in a subsequent news release. The gross proceeds of the Non-Brokered Offering and the Brokered Offering, less any fees and expenses payable upon the closing of the Brokered Offering to the agent, will be held in escrow by the subscription receipt agent. The funds held in escrow by the subscription receipt agent, together with all interest and other income earned thereon, are referred to herein as the " Escrowed Funds ".

The Qualifying Transaction is subject to the sponsorship requirements of the TSXV, unless an exemption from the sponsorship requirement is available or a waiver is granted. Vox has a portfolio of ten royalties and streams and it has entered into binding letters of intent and agreements to acquire 22 more, covering over 15 underlying commodities altogether. Vox has royalties or agreements to acquire royalties over producing mines and royalties over several long-life, development-stage assets with reliable operating counterparties.

In addition to a portfolio covering precious and base metals assets, Vox also participates in the battery and specialty metal space. Vox has royalties and binding agreements in place over production-stage lithium and graphite operations and development-stage nickel sulfide, cobalt, copper and vanadium projects.

Recently, Vox's portfolio has grown to include industrial minerals, with an agreement in place to acquire a royalty over a production-stage iron ore mine.

The following table sets out selected financial information for the periods indicated. The selected financial information of Vox for the period from January 1, to December 31, has been derived from Vox's audited annual financial statements for such period.

The selected financial information of Vox as at and for the nine month period ended September 30, has been derived from Vox's condensed unaudited interim financial statements for such period. Upon completion of the Qualifying Transaction, it is anticipated that the current directors and officers of the Company will resign and that the management team of the Resulting Issuer following the completion of the Qualifying Transaction will be comprised of Kyle Floyd as Chief Executive Officer and Pascal Attard as Chief Financial Officer and Corporate Secretary.

It is anticipated that the directors of the Resulting Issuer following the completion of the Qualifying Transaction will be Kyle Floyd, Rob Sckalor, Scott Greenberg and up to two other directors to be identified prior to the closing of the Qualifying Transaction the " Board Nominees ".

The relevant experience of the proposed officers and directors of the Resulting Issuer is set out below. Further information on the Board Nominees will be provided in the filing statement to be filed with the TSXV in connection with the Qualifying Transaction. During this time, Pascal successfully guided the company through the sale of its business.Their resulting issuer will begin trading as Geekco Technologies, probably next week.

Trulieve keeps expanding in Florida. Curaleaf and Tilt Holdings receive two long-awaited regulatory approvals in Massachusetts, and Maine opens for recreational sales. Headwater Exploration continues to scout for deals. Advantage Oil hikes its budget and enjoys institutional buying.

He says that his health is at risk, as he suffered a heart attack in Northstar Gold has new assays from Miller, but investors were unimpressed. Benz mining is raising more cash to advance Eastmain and two Ruby Hill prospects in Quebec.

Canada Rare Earth has bought some rare earth concentrate to sell. Meanwhile, its refinery plan inches along. Critical Elements Lithium thinks better times are ahead for lithium and its Rose project. RV parks and campgrounds. Connaught Ventures shares vague plans to become an investment issuer and adds two directors.

Curaleaf sees Vermont legalize recreational cannabis. Jushi expands in California, and Heritage Cannabis buys Opticann. Enerplus's CEO predicts free cash flow this year, downturn be damned. Paramount Resources gets a mild nod of approval from an analyst, while Pine Cliff gets a strong jolt of confidence from an investor.

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Avalon Advanced Minerals is a busy optimizer at its Separation Rapids lithium project. Blackrock Gold has high-grade hits of gold and silver at Tonopah West in Nevada. Gratomic is on schedule, it says, with construction of its Aukam graphite mine in Namibia. Energy Fuels is free of debt, but it is also free of revenue, temporarily. He planned a sophisticated fraud, in which he was to bribe brokers to buy shares of a supposed security company. Click here for more Street Wires.

Stockwatch US Headlines. Click here for more headlines. Flowr will use the proceeds for its Aljustrel, Portugal, outdoor medical cannabis site. All of the private placement consisted of debt settlements to arm's-length consultants and creditors. GTG - Great Thunder grants options to buy 1.

The options are exercisable at 75 cents a share for five years. Great Thunder has hired two firms for investor relations and marketing services. The agreement is for 12 months for up toeuros.Wagner Cultivation Ltd. Subject to regulatory approval, shareholder approval and other conditions set out in the Agreement, JWC will amalgamate with a wholly-owned subsidiary of AIM1 in order to facilitate the completion of the Transaction.

Upon completion of the Transaction, it is the intention of the parties that the Corporation the Corporation after the completion of the Transaction being referred to herein as the " Resulting Issuer " will continue to carry on the business of JWC. On or immediately prior to the completion of the Transaction, AIM1 will effect: i a consolidation of all of the outstanding common shares of A1M1 on a 4. In addition to the foregoing, prior to the completion of the Transaction, JWC shall complete a split of the common shares in the capital of JWC on a 1 to Haywood Securities Inc.

The gross proceeds of the Financing, less the expenses of the Agents incurred in connection with the Financing, shall be held in escrow pending satisfaction of certain conditions, including, among others, the completion or waiver of all conditions precedent to the completion of the Transaction and the receipt of shareholder and regulatory approvals required for the completion of the Transaction the " Escrow Release Conditions ".

Upon satisfaction of the Escrow Release Conditions, the escrowed proceeds of the Financing will be released to the Agents to pay their cash fee and any unpaid expenses of the Agents, with the remainder being released to JWC, and each Subscription Receipt shall automatically convert into one 1 unit of JWC a " Unit ".

Upon completion of the Transaction and without giving effect to the Financing, the shareholders of AIM1 will hold approximately 1, common shares of the Resulting Issuer the " Resulting Issuer Shares " and the shareholders of JWC will own approximately 68, Resulting Issuer Shares.

In addition to the foregoing and without giving effect to the Financing, the former holders of AIM1 securities convertible into Common Shares will hold securities entitling them to acquire an additionalResulting Issuer Shares and the former holders of JWC securities convertible into JWC Shares shall receive securities entitling them to acquire 11, Resulting Issuer Shares.

In the event the Financing is completed and is fully-subscribed but without giving effect to any exercise of the Agents' Option, the holders of the Subscription Receipts will receive an additional 15, Resulting Issuer Shares and 7, Warrants to purchase 7, Resulting Issuer Shares.

JWC was granted its initial cultivation licence on January 10, and, on March 29,received an amendment to such licence permitting JWC to sell medical cannabis.

JWC is a premier cannabis business that focuses on growing its cannabis aeroponically, using cutting edge cannabis technologies and growing practices.

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Although many methods are used to produce cannabis under the ACMPR, it is important to note that these methods will often result in a variety of different outcomes. Through its patent-pending GrowthStorm TM technology involved in all stages of the growing process, JWC seeks to provide patients with clean, consistent medical cannabis products of high quality.

JWC operates its business out of a 15, square-foot facility located in Kitchener, Ontario. In FebruaryJWC entered into a lease agreement in respect of a secondsquare-foot facility in Kitchener, Ontario. JWC is proceeding with a phased expansion of its second facility which, once complete, will significantly increase JWC's production rate.

JWC anticipates the completion of its second facility in the first quarter of and full production in the second quarter of The strategic partnership provides JWC with access to high-quality genetics sourced from around the world, industrial scale cannabis oil infrastructure, and a rigorous Quality Assurance program. Through its strategic partnership, JWC is also a partner of CraftGrow, an online store that provides fast shipments of cannabis to customers.

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer, subject to acceptance by the TSXV.Further to Exchange bulletins dated April 14, and May 12,effective at the open, Friday, May 15,trading in the shares of the Company will be suspended, the Company having failed to complete a Qualifying Transaction within 24 months of its listing.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

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Pursuant to the Agreement, Torque has agreed to acquire all of the issued and outstanding common shares of Frankly by way of a plan of arrangement under the provisions of the Business Corporations Act British Columbia the "Transaction". Under the Agreement, each Frankly shareholder will be entitled to receive 1 common share of Torque for each common share of Frankly held.

In accordance with the Arrangement, Torque will assume all of the covenants and obligations of Frankly under the Frankly Warrants, Frankly Options and Frankly Restricted Share Units each a "Frankly Convertible Security" and upon exercise or conversion of a Frankly Convertible Security, the holder thereof will receive Torque common shares based on the Exchange ratio i. The Exchange has been advised that approval of the Transaction by Frankly shareholders was received at a special meeting of shareholders held on April 23, and that approval of the Transaction was received from the Superior Court of British Columbia on April 28, The Transaction was completed on May 08, For further details, please refer to Frankly's Management Information Circular dated March 25, and news releases dated between November 22, and May 11, Further to the Exchange bulletin dated May 11,effective at the open on Friday, May 15, the shares of the Company will resume trading; an announcement having been made on May 12, This regulatory halt is imposed by Investment Industry Regulatory Organization of Canadathe Market Regulator of the Exchange, pursuant to the provisions of Section Healey whereby the Company has acquired 6 mineral claims located in the Mishibishu Lake Area, Ontario.

Pursuant to Corporate Finance Policy 4. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

Effective at a. PST, May 13,trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canadathe Market Regulator of the Exchange pursuant to the provisions of Section The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document.

Readers should consult the issuer's continuous disclosure record for complete details of the transaction. The real estate assets include machinery, molds and a 42, square foot manufacturing facility located in the Greater Toronto Area of Brampton, Ontario.

The Agreement is also subject to a reverse earn out clause if the appraised value of the real estate assets purchased under the Agreement equals or exceeds certain amounts between 36 and 60 months post-closing.

The Vendors are considered at Arm's Length to the company. For further details, please see the Company's news releases dated March 3,April 29, and May 13, B" "KLY. The Company must also issue a news release if the private placement does not close promptly.

Pursuant to the Agreement, Torque will acquire from arms-length parties collectively the "Vendors"all the issued and outstanding common shares of WinView through a statutory merger under the General Corporation Law of the State of Delaware, USA the "Acquisition".

A Growth Focused Royalty and Streaming Company

In conjunction with the closing of the Transaction, Frankly has requested that its common shares be delisted. Accordingly, effective at the close of business, Thursday, May 14,the common shares of Frankly will be delisted from the Exchange.

For further details, please refer to Frankly's Management Information Circular dated March 25, and the Company's news releases dated between November 22, and May 11, TSX Venture Exchange has accepted for filing the Company's proposal to issue 33, shares in consideration of services provided by Jamil Garcia as the Chief Finance Officer of the company for the period February to April pursuant to an agreement dated August 1, But after alerting the online brokerage to what she believed was a theft in progress, she received a frustrating email.


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