Toronto, Ontario--(Newsfile Corp. - November 29, 2022) - AIM5 Ventures Inc. (TSXV: AIME.P) ("AIM5" or the "Corporation"), a capital pool company ("CPC") pursuant to Policy 2.4 - Capital Pool Companies (the "Legacy CPC Policy") of the TSX Venture Exchange (the "TSXV"), is pleased to announce that pursuant to the amendments by the TSXV to its CPC program and Legacy CPC Policy which became effective January 1, 2021 (the "Updated CPC Policy"), the Corporation intends to seek the requisite approval of its shareholders (the "Shareholders") to implement certain amendments to align its policies with the Updated CPC Policy.
Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual.
In order to align the Corporation with the policies outlined in the Updated CPC Policy, the Corporation is required to obtain the approval of disinterested Shareholders on certain of the policy amendments. At the upcoming annual and special meeting of Shareholders to be held on December 22, 2022 (the "Meeting"), the Corporation will be asking for the approval of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof on four separate ordinary resolutions addressing such policy amendments. These proposed amendments are described in further detail below.
- Amend the Corporation's Stock Option Plan
Under the Legacy CPC Policy, the total number of Common Shares reserved for issuance under the Corporation's amended and restated stock option plan (the "Plan") is limited to 10% of the common shares of the Corporation (the "Common Shares") outstanding as at the closing of the Corporation's initial public offering ("IPO"). Under the Updated CPC Policy, the Corporation may seek disinterested Shareholder approval to allow for the total number of Common Shares reserved for issuance under the Plan to be 10% of Common Shares outstanding as at the date of grant of any stock option. The Plan is also being updated to reflect certain amendments to TSXV Policy 4.4 - Security Based Compensation which came into effect subsequent to the adoption of the Plan.
At the Meeting, the Corporation will seek the approval from disinterested Shareholders to amend the Corporation's Plan to, inter alia, increase the limit of Common Shares available for issuance under the Plan to 10% of the Common Shares outstanding as at the date of grant of any stock option.
- Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 months of Listing
Under the Legacy CPC Policy, if the Corporation fails to complete a Qualifying Transaction within 24 months of the date the Common Shares were listed on the TSXV, it faces the consequences of either: (i) having the Common Shares delisted or suspended from the TSXV; or (ii) subject to the approval of the majority of Shareholders, transferring the Common Shares to list on the NEX and cancelling certain seed Common Shares. Under the Updated CPC Policy, these consequences will be removed provided the Corporation obtains disinterested Shareholder approval to do so.
At the Meeting, the Corporation will seek the approval from disinterested Shareholders to approve the removal of such consequences.
- Replacement of the Corporation's Escrow Agreement
Under the Legacy CPC Policy, the Corporation's escrow agreement entered into on November 24, 2020 (the "Escrow Agreement") imposed restrictive escrow conditions on the securities held by directors, officers and certain other security holders. Such securities were subject to restrictions on transfer until the completion of a Qualifying Transaction, after which such securities began to be released over a 36-month period. Under the Updated CPC Policy, the Corporation's escrowed securities may be subject to only an 18-month escrow release schedule.
At the Meeting, the Corporation will seek the approval from disinterested Shareholders to enter into a new escrow agreement in the form as provided for under the Updated CPC Policy to replace and supersede the Corporation's current Escrow Agreement which will subject the Corporation's escrowed securities to only an 18-month escrow release schedule.
- Permit the Payment of a Finder's Fee to a Non-Arm's Length Party to the Corporation upon Completion of its Qualifying Transaction
Under the Legacy CPC Policy, a finder's fee could not be paid to a Non-Arm's Length Party to the Corporation. Under the Updated CPC Policy, the Corporation may seek disinterested Shareholder approval to permit payment of a finder's fee to a Non-Arm's Length Party to the Corporation.
At the Meeting, the Corporation will seek the approval from disinterested Shareholders to permit payment of a finder's fee to a Non-Arm's Length Party to the Corporation.
The proposed amendments are described in further detail in the management information circular of the Corporation, which will be mailed to Shareholders and filed on SEDAR on or before the prescribed mailing date. The proposed amendments remain subject to the final approval of the TSXV.
AIM5 Ventures
AIM5 was incorporated under the Business Corporations Act (Ontario) on August 11, 2020 and is CPC listed on the TSXV. AIM5 has no commercial operations and no assets other than cash.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws regarding AIM5 and its business. Forward-looking information includes, but is not limited to, the approval of disinterested Shareholders of matters under the Updated CPC Policy at the Meeting and the completion of a Qualifying Transaction. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to obtaining the necessary approvals of the Shareholders and the TSXV. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
For further information contact:
Zachary Goldenberg
647-987-5083
zach@libertyvp.co
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 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 an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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