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Key Highlights:
- A total of C$28,060,800 of Subscription Receipts and orders ofC$689,200 of Common Shares pursuant to the Common Share Private Placement (as defined below) expected to close concurrently with the Transaction.
- Financing will allow DMG to accelerate its growth in bitcoin mining and MaaS, forensics, and the development of its blockchain platforms
VANCOUVER, British Columbia, Dec. 28, 2017 (GLOBE NEWSWIRE) -- Aim Explorations Ltd. (TSX-V:AXN.H) ('AIM' or the 'Company'), is pleased to announce that in connection with the previously announced transaction with DMG Blockchain Solutions Inc. ('DMG') (the 'Transaction'), it has completed its 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'). 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') will be held in escrow by Computershare Trust Company of Canada (the 'Escrow Agent') 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 (the 'Exchange') and the resulting issuer will be a Tier 2 technology issuer (the 'Resulting 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 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 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').
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% of the gross proceeds of the Offering from subscriptions not on the president’s list and 3.5% of the gross proceeds of the Offering from subscriptions on the president’s list (collectively, the 'Agents’ Cash Commission'). The Company also agreed to pay the Lead Agent a cash corporate finance fee of C$75,000 in cash and 156,250 Corporate Finance Subscription Receipts (the “Corporate Finance Subscription Receipts”) at C$0.80 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.
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In addition to the Agents’ Cash Commission, the Company also agreed to issue and deliver to the Agents certificates representing that number of Agents’ subscription receipts (the “Agents’ Subscription Receipts”), being equal to an aggregate of 7.0% of the Subscription Receipts sold under the Offering from subscriptions from persons not listed on the president’s list and 3.5% of the Subscription Receipts sold under the Offering from subscriptions from persons listed on the president’s list.
Each Agents’ Subscription Receipt will be automatically exchanged into one common share purchase warrant of the Resulting Issuer (each, an 'Agents’ Warrant') without further payment or action on the part of the holder at the Escrow Release Deadline. Each Agents’ 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 $0.80 per Resulting Issuer Share. The aggregate number of Agents’ 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 February 9, 2018 or such other date as may be agreed to by AIM, DMG and the Agents (the 'Closing Date'), subject to certain conditions including, but not limited to, the approval of the Exchange.