DMG Blockchain Announces Closing of Qualifying Transaction

VANCOUVER, British Columbia, Feb. 09, 2018 (GLOBE NEWSWIRE) -- DMG Blockchain Solutions Inc. (formerly, Aim Explorations Ltd.) (TSX-V:AXN.P) (“DMG” or the “Company”), is pleased to announce that it has closed its previously announced qualifying transaction (the “Transaction”) with DMG Blockchain Solutions Inc. (“DMG Blockchain”), a full service blockchain and cryptocurrency company. Prior to the Transaction, the Company was a capital pool company (as defined under the policies of the Exchange, as defined below), and had not commenced commercial operations and had no assets other than cash. The Transaction constituted the Company’s “Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange.

The Transaction consisted of the acquisition by the Company of all of the issued and outstanding common shares in the capital of DMG Blockchain by way of a three-cornered amalgamation, pursuant to which a wholly owned subsidiary of the Company amalgamated with DMG Blockchain and each DMG Blockchain shareholder received one (1) common share in the capital of the Company for each DMG Blockchain common share held for a total issuance of 46,651,995 common shares of the Company. As part of the Transaction, the Company changed its name from Aim Explorations Ltd. to “DMG Blockchain Solutions Inc.” Trading in the common shares of the Company is expected to begin on the Exchange on or about February 13, 2018 under the symbol “DMGI”.

Following the completion of the Transaction, DMG Blockchain is now a wholly-owned subsidiary of the Company, and the Company meets the listing requirements for a “Tier 2” technology issuer on the TSX Venture Exchange (the “Exchange”). The Company will continue the business of DMG Blockchain (described in further detail below).

The Company paid a finder’s fee in the aggregate amount of 2,373,223 common shares of the Company (the “Finder’s Fee”) to a group of finders upon the closing of the Transaction which are subject to a four-month hold period expiring on June 9, 2018.

Effective upon the closing of the Transaction, as a result of the reverse takeover of the Company by the shareholders of DMG Blockchain and to align the financial years of the Company to that of DMG Blockchain, the financial year of the Company has been changed from March 31 of each year to September 30 of each year.

Further to the Company’s news release dated December 28, 2017, the Company issued 35,076,000 subscription receipts (the “Subscription Receipts”) for gross proceeds of C$28,060,800 (the “Subscription Receipt Offering”). The Subscription Receipt Offering was conducted on a brokered basis led by Canaccord Genuity Corp. (the “Lead Agent”) and Paradigm Capital Inc. (together with the Lead Agent, the “Agents”). 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. In accordance with their terms, immediately after satisfaction of the escrow release conditions, each Subscription Receipt was automatically converted into one common share of the Company.  In addition, the Agents received 2,382,957 Agents’ subscription receipts (the “Agents’ Subscription Receipts”) which converted into agents’ warrants (each, an “Agents’ Warrant”) which are exercisable at C$0.80 per common share for a period of twenty-four (24) months from closing of the Transaction.

The Company also closed the previously announced common share brokered private placement (the “Common Share Offering”) of 862,500 common shares at a price of $0.80 per share for aggregate gross proceeds of C$690,000. In connection with the Common Share Offering, the Agents received 56,823 common share purchase warrants exercisable at C$0.80 per common share for a period of twenty-four (24) months.

All securities issued pursuant to the Subscription Receipt Offering are subject to a four-month hold period expiring on April 29, 2018 and all common shares issued pursuant to the Common Share Offering are subject to a four-month hold period expiring on June 9, 2018.

The Company has granted a total of 3,500,000 incentive stock options to directors, officers, and consultants of the Company. The options are exercisable at a price of $0.80 per option share until February 8, 2021.

The Company currently has outstanding a total of 93,047,968 common shares, 3,527,052 share purchase warrants and 8,892,000 incentive stock options. An aggregate of 21,380,714 common shares are subject to escrow pursuant to Exchange escrow requirements and an aggregate of 25,221,281 common shares are subject to seed share resale restrictions pursuant to Exchange policies.

As a result of the closing of the Transaction, the directors and officers of the Company are now:

A filing statement dated February 6, 2018 describing the Company and DMG Blockchain, as well as the terms of the Transaction, prepared in accordance with the policies of the Exchange, is available on SEDAR at www.sedar.com (the “Filing Statement”). The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the Filing Statement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

From the Chairman of DMG

“This is an important day in the Company’s development. We raised over $35 million in 2017 which is a testament to DMG’s blockchain technology, cryptocurrency mining and the team behind it, including our investors and customers,” said Chris Filiatrault, Chairman and Co-Founder, of DMG Blockchain Solutions Inc. “Our pipeline of potential transactions and partnerships and our connection to Japan has us well positioned in the industry.”

About the Company

DMG Blockchain Solutions Inc. is a full service diversified blockchain and cryptocurrency company that manages, operates and develops end-to-end solutions to monetize the blockchain ecosystem. DMG intends to be the global leader in bitcoin mining hosting, Mining as a Service (MaaS), bitcoin mining, forensics and diversified blockchain platform development.

For further information please contact:

DMG Blockchain Solutions Inc.
Investor Relations: John Martin
Toll Free: 1-888-702-0258
Email: investors@dmgblockchain.com
Web: www.dmgblockchain.com
Direct: 778-868-6470

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking information based on current expectations. Statements about the date of trading of the Company’s common shares on the Exchange, final regulatory approvals, potential transactions and partnerships, and the potential of the Company’s technology, among others, are all forward-looking information. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, the ability to successfully develop software, anticipated costs, the ability to achieve goals and the price of bitcoin. There is no guarantee that new partnerships or potential transactions will be completed as proposed or at all.

Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, failure to obtain any permits required to operate the business, the impact of technology changes on the industry, competition, security threats including stolen bitcoins from DMG or its customers, consumer sentiment towards DMG’s products, services and blockchain technology generally, failure to develop new and innovative products, litigation, increase in operating costs, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release.  Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.