TORONTO, July 05, 2018 (GLOBE NEWSWIRE) -- AIM2 Ventures Inc. ("AIM2" or the "Corporation") (TSXV:AIMB), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual (the “Manual”), is pleased to announce that it has entered into a definitive amalgamation agreement with Canopy Rivers Corporation (“Canopy Rivers”) and 10859150 Canada Inc., a wholly-owned subsidiary of AIM2, which outlines the terms and conditions pursuant to which the parties will complete the previously announced proposed business combination transaction involving Canopy Rivers and AIM2 (the “Transaction”). The Transaction will result in a reverse take-over of AIM2 by Canopy Rivers and will constitute AIM2’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the Manual). Pursuant to the Transaction, Canopy Rivers and a wholly-owned subsidiary of AIM2 will amalgamate to form a new amalgamated company, and upon such amalgamation, holders of class B common shares of Canopy Rivers (“Canopy Rivers Subordinated Voting Shares”) will receive one post-consolidation AIM2 common share (a “New AIM2 Subordinated Voting Share”) for each Canopy Rivers Subordinated Voting Share held and Canopy Growth Corporation, the sole holder of the class A common shares of Canopy Rivers (the “Canopy Rivers Multiple Voting Shares”), will receive one new AIM2 multiple voting share for each Canopy Rivers Multiple Voting Share held. Other details of the Transaction are as disclosed in Canopy Rivers and AIM2’s joint press release dated May 30, 2018 and in AIM2’s press release dated June 18, 2018.
Pursuant to Policy 2.4 of the Manual, the following table sets forth selected audited financial information for Canopy Rivers for the period from the date of its incorporation (April 26, 2017) to March 31, 2018. The financial information has been prepared in accordance with International Financial Reporting Standards.
| 340-day period ended March 31, 2018 (in thousands) | ||
| Cash | $ | 46,299 |
| Total assets | $ | 209,139 |
| Total liabilities | $ | 16,909 |
| Shareholders’ equity | $ | 192,230 |
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 Transaction will be consummated, and (ii) 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 Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the 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 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. Zachary Goldenberg Director E-mail: zach@nbcap.ca |
Completion of the Transaction is subject to a number of conditions, including but not limited to the 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 joint management information circular of AIM2 and Canopy Rivers 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 AIM2 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the 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.