AIM3 Enters into Definitive Agreement for Qualifying Transaction with Vox Royalty

Toronto, Ontario--(Newsfile Corp. - March 2, 2020) - AIM3 Ventures Inc. (TSXV: AIMC.P) ("AIM3" or the "Company"), AIM3 Merger Sub Cayman Ltd., a wholly-owned subsidiary of the Company ("Subco"), and SilverStream SEZC, dba Vox Royalty ("Vox") are pleased to announce that they have entered into a business combination agreement dated February 26, 2020 (the "Business Combination Agreement"), pursuant to which Vox and Subco will merge under the laws of the Cayman Islands with Vox continuing as the surviving entity and a wholly-owned subsidiary of AIM3 (the "Merger"). The proposed transaction (the "Qualifying Transaction") will constitute an arm's length qualifying transaction for AIM3 (as such term is defined under Policy 2.4 (the "Policy") of the TSX Venture Exchange ("TSXV") Corporate Finance Manual). Upon completion of the Qualifying Transaction and subject to the approval of the shareholders of AIM3 and the TSXV, AIM3 will change its name to "Vox Royalty Corp." (the "Resulting Issuer") and will trade on the TSXV.

Shareholder Meeting

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 61-101 - Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the TSXV. As a result, no meeting of the shareholders of the Company is required pursuant to the Policy or securities law. However at the upcoming annual and special meeting (the "Meeting") of shareholders of AIM3 (the "AIM3 Shareholders") various corporate matters connected to the Qualifying Transaction will be put to the AIM3 Shareholders for approval including, (i) a consolidation (the "Consolidation") of the issued and outstanding common shares of AIM3 (the "AIM3 Shares") on the basis of up to 15 pre-Consolidation AIM3 Shares for one post-Consolidation AIM3 Share (the "Maximum Consolidation Ratio"); (ii) an amendment of AIM3's articles to effect a name change to "Vox Royalty Corp." or such other substantially similar name as determined by the board of directors of AIM3 as directed by Vox (the "Name Change"); and (iii) a continuation of AIM3 to the Cayman Islands (the "Continuance"). AIM3 Shareholders are encouraged to read the management information circular of AIM3 dated February 26, 2020 to be mailed in connection with the Meeting and posted under the Company's profile on SEDAR at www.sedar.com.

The Qualifying Transaction and Business Combination Agreement

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 26,666,667 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. 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.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to: (i) the completion of the Consolidation; (ii) the completion of the Offering (as defined below); (iii) officers, directors and promoters of AIM3 arranging for persons investing not less than C$500,000 under the Offering; (iv) Vox providing a president's list of persons purchasing not less than C$3 million under the Offering; (v) the completion of the Name Change; (vi) requisite shareholder approvals; (vii) the delivery of lock-up agreements from certain directors, officers and significant shareholders of each of AIM3 and Vox; (viii) AIM3 having assets of not less than C$700,000 of cash as of the closing of the Qualifying Transaction (ix) receipt of all requisite regulatory and board approvals relating to the Qualifying Transaction, including, without limitation, the TSXV; (x) the receipt of resignations and the entering into of a mutual release from and with each of the current officers and directors of AIM3; (xi) the preparation by each of Vox and AIM3 of the required financial statements; and (xii) no material adverse changes.

Upon completion of the Qualifying Transaction, assuming the Maximum Consolidation Ratio and the completion of the Maximum Offering (as defined below) at a price of C$3.00 per Subscription Receipt (as defined below), the Resulting Issuer will have approximately 31,321,111 Resulting Issuer Shares issued and outstanding (after giving effect to the Consolidation and the conversion of the Subscription Receipts) on an undiluted basis, approximately 30,611,111 Resulting Issuer Shares to be held by current Vox Shareholders and approximately 710,000 Resulting Issuer Shares to be held by current AIM3 Shareholders, which represents ownership of the Resulting Issuer of approximately 98% by current shareholders of Vox and approximately 2% by current AIM3 Shareholders on an undiluted basis.

Concurrent Private Placement

In connection with the Qualifying Transaction, Vox intends to complete a non-brokered private placement (the "Non-Brokered Offering") and a brokered private placement (the "Brokered Offering" and together the Non-Brokered Offering, the "Offerings") of subscription receipts of Vox (the "Subscription Receipts") for aggregate gross proceeds of a minimum of C$7,000,000 and a maximum of C$12,000,000 (the "Maximum Offering"). It is anticipated that each Subscription Receipt will be issued at a price of C$3.00. 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.

Upon satisfaction and/or waiver of certain escrow release conditions, to be set out in a subscription receipt agreement to be entered into among Vox, the agent and the subscription receipt agent, which conditions shall include all conditions precedent to the closing of the Qualifying Transaction (other than the filing of the requisite documents to give effect thereto) being satisfied, each Subscription Receipt will be automatically converted, without any further consideration or action by the holder thereof, into one Vox Share and one half of one Vox Warrant (each such whole Vox Warrant, an "Underlying Warrant"). Each whole Underlying Warrant will be exercisable to acquire one Vox Share at a price of approximately $4.50, until the date that is 24 months following the closing of the issuance date of the Underlying Warrants. The Vox Shares and Underlying Warrants will be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants upon closing of the Qualifying Transaction as set out above.

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". Provided that the escrow release conditions are satisfied and/or waived prior to the escrow release deadline, the Escrowed Funds will be released from escrow by the subscription receipt agent to: (a) the agent, in an amount equal to the agent's commission plus any expenses incurred by the agent and not already paid by Vox in connection with the Brokered Offering; and (b) the Resulting Issuer, in an amount equal to the Escrowed Funds, less the foregoing deductions.

If the escrow release conditions have not been satisfied and/or waived prior to the escrow release deadline, the Escrowed Funds, together with any interest accrued thereon, will be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts shall thereafter be cancelled.

Sponsorship

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.

About Vox

Vox was incorporated under the Companies Law of the Cayman Islands as a Special Economic Zone Company on January 22, 2014. 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’s commodity interests span seven jurisdictions, including Australia, Canada, Peru, Brazil, Mexico, the United States and Madagascar. Vox has royalties or agreements to acquire royalties over producing mines and royalties over several long-life, development-stage assets with reliable operating counterparties. Recognizing the upside potential of exploration success, a portion of Vox’s portfolio is made up of royalties over exploration-stage assets.

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.

There are no relationships between any non-arm's length party of AIM3 and Vox or its assets.

Significant Financial Information of Vox

The following table sets out selected financial information for the periods indicated. The selected financial information of Vox for the period from January 1, 2018 to December 31, 2018 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, 2019 has been derived from Vox's condensed unaudited interim financial statements for such period.

Management and Insiders of the Resulting Issuer

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.

Kyle Floyd is a founder of Vox, former investment banker and instrumental in financing and advising nearly $1 billion in transactions. He studied MSc Mineral Economics (Colorado School of Mines) & BBus in Corporate Finance (University of Washington).

Pascal Attard was the Chief Financial Officer of Delivra Corp. until November 2019. During this time, Pascal successfully guided the company through the sale of its business. Pascal also held the positions of Vice-President of Finance and Corporate Controller over the course of his 4 years at Delivra. Prior to joining Delivra, Pascal was the Corporate Controller for Red Tiger Mining Inc. Pascal also held a number of positions at McGovern Hurley LLP from 2006 to 2012, where he most recently served as Manager, Audit and Assurance. Pascal holds a Bachelor of Accountancy, with Honours, from Brock University and holds the designations of Chartered Professional Accountant and Chartered Accountant.

Rob Sckalor is the co-founder and President of Capital Instincts. He oversaw the company's worldwide operations trading in various European, Asian and North American equity markets. He is also the former General Counsel and Director of Liquid Capital, Europe's largest fixed income and derivative market maker.

Scott Greenberg is a founding-partner and CEO of Capital Instincts. He oversaw the firm's growth to become one of the largest market makers on the Korean Stock Exchange and carried out over $200 billion in arbitrage opportunities across US, Asian and European markets. He has over 31 years of trading and arbitrage experience with his prior roles including COO and Director of Liquid Capital Markets and Global Head of Business Development at IDEA Global.

About AIM3 Ventures

AIM3 was incorporated under the Business Corporations Act (Ontario) on February 20, 2018 and is a Capital Pool Company (as defined in the Policy) listed on the TSXV. AIM3 has no commercial operations and no assets other than cash.

Cautionary Note Regarding Forward Looking Information

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. Forward-looking information contained in this press release includes, without limitation, statements regarding: the terms, conditions, and completion of the Qualifying Transaction and the Offering; the anticipated size and structure of the board of directors of the Resulting Issuer; the management of the Resulting Issuer and the business and operations of the Resulting Issuer. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Offering will be completed on acceptable terms; all applicable shareholder, and regulatory approvals for the Qualifying Transaction will be received. Although the Company believes that the expectations reflected in such 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: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; 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 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.

All information provided in this press release relating to Vox has been provided by management of Vox and has not been independently verified by management of the Company.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

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

For further information contact:

Zachary Goldenberg
AIM3 Ventures Inc., Chief Executive Officer
647-987-5083
zach@libertyvp.co

Kyle Floyd
SilverStream SEZC, Chief Executive Officer
kyle@silverstreamsezc.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/52964