AIM4 Ventures Inc. Confirms the Filing Statement Supplements, The Information Circular

December 09, 2020 5:00 PM EST | Source: AIM4 Ventures Inc.

Toronto, Ontario--(Newsfile Corp. - December 9, 2020) - AIM4 Ventures Inc. (TSXV: AIMD.P) (the "Company" or "AIM4"), a capital pool company listed on the TSX Venture Exchange (the "Exchange") wishes to announce, pursuant to the terms of the interim order obtained by AIM4 in connection with an arrangement agreement dated November 12, 2020 (the "Arrangement Agreement") with TRC Management Holdings Corp. ("TRC"), the parent company of Think Research Corporation as described in the Company's press releases dated October 14, 2020 and November 12, 2020 (the "Transaction"), that certain information in the management information circular dated November 19, 2020 (the "Information Circular") filed on AIM4's SEDAR profile at www.sedar.com has been supplemented by the filing statement (the "Filing Statement") dated November 27, 2020 filed on AIM4's SEDAR profile at www.sedar.com.

The Company confirms that the Filing Statement (the disclosure document for the purposes of Exchange policy 2.4 - Capital Pool Companies (the "Policy")) supplements the Information Circular. All readers are directed to carefully review and consider the Information Circular, as supplemented by this news release and the Filing Statement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Filing Statement.

Supplement to Management Information Circular

Pursuant to the Arrangement Agreement, the Transaction will be completed by way of a plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (Ontario) (the "OBCA"). The proposed resolution in respect of the Arrangement will be considered by shareholders at the meeting of AIM4 shareholders to be held on December 17, 2020 and shall be read as referencing the terms of the Arrangement as described in the Information Circular, as supplemented by this news release and the Filing Statement.

Resulting Issuer Available Funds and Principal Purposes

The Filing Statement supplements the tables on page C-3 in the Information Circular that set out the: (i) estimated funds available to the Resulting Issuer after giving effect to the release of the Escrowed Funds and the Arrangement as at the dates indicated and (ii) the proposed use of the available funds by the Resulting Issuer after giving effect to the release of the Escrowed Funds and the Arrangement, as follows:

Source of FundsFollowing Completion of the Arrangement and the release of the Escrowed Funds (excluding Agent upsize option) (2)Following Completion of the Arrangement and the release of the Escrowed Funds (including Agent upsize option) (3)
Estimated TRC working capital as at October 31, 2020 after giving effect to the redemption of the TRC Class A Preferred Shares and the HCP Acquisition(1) $(13,700,000) $(13,700,000)
Net proceeds of the TRC Private Placement $26,664,558 $29,528,269
Total available funds: $12,964,558 $15,828,269

 

Notes:

(1) Estimated working capital of TRC as at October 31, 2020 includes $2,850,000 for HCP Acquisition, and excludes deferred revenue of $7,645,318 and Class A payments of $260,581. Immediately prior to the Effective Time, TRC will redeem the Class A Preferred Shares for an aggregate redemption price of $5,823,078. TRC will pay cash consideration for the HCP Acquisition of $2,850,000 ($1,850,000, payable on closing the HCP Acquisition, and $1,000,000, payable six months following closing of the HCP Acquisition).

(2) After deducting the Agency Fee of approximately $1,770,000 and estimated expenses of the Arrangement, TRC Private Placement and HCP Acquisition of $1,700,000 and assuming no exercise of the Agents' upsize option or any additional non-brokered subscriptions.

(3) After deducting the Agency Fee of approximately $1,770,000 (but excluding any additional Agency Fee from the Agents' upsize option) and estimated expenses of the Arrangement, TRC Private Placement and HCP Acquisition of $1,700,000 but giving effect to the anticipated closing of the Agents' upsize option and all additional non-brokered subscriptions of 615,852 Subscription Receipts with expected proceeds of approximately $2,863,711, which as of the date of the Filing Statement had not been issued but subscribers had submitted subscription agreements therefore.

Principal Uses of Available FundsFollowing Completion of the Arrangement and the release of the Escrowed Funds (excluding Agent upsize option) (3)Following Completion of the Arrangement and the release of the Escrowed Funds (including Agent upsize option) (4)
Corporate and administrative expenses for 18 months(1) $3,000,000 $3,000,000
Research & Development $1,500,000 $1,500,000
Sales & Marketing $1,500,000 $1,500,000
Acquisitions(2) $2,000,000 $4,000,000
Unallocated or available for working capital $4,964,558 $5,828,269
Total uses of funds: $12,964,558 $15,828,269

 

Notes:

(1) The Resulting Issuer's estimated G&A expenses for the next 18 months are approximately $12,000,000. The Resulting Issuer is allocating $3,000,000 of the available funds for G&A expenses for this 18 month period. The remaining $9,000,000 of G&A expenses will be supported through the Resulting Issuer 's annual revenue.

(2) The Resulting Issuer intends to allocate approximately $4,000,000 for acquisitions; however, TRC expects that acquisitions will be executed through a small percentage of cash and a larger percentage through the issuance of Resulting Issuer Shares.

(3) After deducting the Agency Fee of approximately $1,770,000 and estimated expenses of the Arrangement, TRC Private Placement and HCP Acquisition of $1,700,000 and assuming no exercise of the Agents' upsize option or any additional non-brokered subscriptions.

(4) After deducting the Agency Fee of approximately $1,770,000 (but excluding any additional Agency Fee from the Agents' upsize option) and estimated expenses of the Arrangement, TRC Private Placement and HCP Acquisition of $1,700,000 but giving effect to the anticipated closing of the Agents' upsize option and all additional non-brokered subscriptions of 615,852 Subscription Receipts with expected proceeds of approximately $2,863,711, which as of the date of the Filing Statement had not been issued but subscribers had submitted subscription agreements therefor.

Resulting Issuer Principal Securityholders

The Filing Statement includes the following additional disclosure with respect to shareholders of the Resulting Issuer, as follows:

To the knowledge of management of AIM4 and TRC, no securityholder is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer after giving effect to the Arrangement and the TRC Private Placement other than as set out below:

Insider, Promoter or Control Person (including Associates and Affiliates)PositionNumber and Percentage of TRC Shares prior to the Arrangement(1)Number and Percentage of Resulting Issuer Shares upon completion of the Arrangement(1)
Fidelity Investments Canada ULC and/or its affiliates Shareholder2,138,998 (8.32%) 4,738,998 (13.44%)

 

Note:

(1) All numbers are provided on an undiluted basis.

Resulting Issuer Fully Diluted Share Capital

The Filing Statement supplements the table on page C-2 in the Information Circular that sets out the approximate number of Resulting Issuer securities expected to be outstanding on a fully-diluted basis after giving effect to the Arrangement and the TRC Private Placement and the percentage of the fully-diluted shares which each category represents, as follows:

Resulting Issuer Pro Forma Shareholdings Resulting Issuer Shares(1)(2)(3)Resulting Issuer Shares(1)(2)(4)
Resulting Issuer Shares held by existing AIM4 Shareholders:430,107 (1.20%)430,107 (1.18%)
Resulting Issuer Shares to be issued in exchange for TRC Common Shares and TRC Class B Preferred Shares outstanding as of November 18, 2020:25,793,131 (71.77%)25,793,131 (70.57%)
Resulting Issuer Shares to be issued in exchange for TRC Common Shares issued in connection with the HCP Acquisition:2,532,221 (7.05%)2,532,221 (6.93%)
Resulting Issuer Shares to be exchanged for TRC Common Shares issued upon conversion of the Subscription Receipts:6,480,550(3) (18.03%)7,096,402(4) (19.41%)
Total non-diluted share capital of the Resulting Issuer:35,236,009 35,851,861
Resulting Issuer Shares Issuable to Holders of
Replacement Options:597,400 (1.66%)597,400 (1.63%)
TRC Warrants:39,773 (0.11%)39,773 (0.11%)
AIM4 Options:43,010 (0.12%)43,010 (0.12%)
AIM4 Warrants:20,192 (0.06%)20,192 (0.06%)
Total fully diluted capital of the Resulting Issuer:35,936,384 36,552,236

 

Notes:

(1) All percentages are on a fully-diluted basis.

(2) All numbers are presented on a post-Arrangement basis.

(3) Assumes no exercise of the Agents' upsize option or any additional non-brokered subscriptions.

(4) Assumes giving effect to the anticipated closing of the Agents' upsize option and all additional non-brokered subscriptions of 615,852 Subscription Receipts, which as of the date of the Filing Statement had not been issued but subscribers had submitted subscription agreements therefore.

Pro Forma Financial Statement

The Filing Statement updates the Pro Forma Financial Statement in Schedule "FF" in the Information Circular, the final copy of which is attached hereto as Schedule "A".

TRC Private Placement

On December 7, 2020 the Agents' upsize option and non-brokered subscriptions closed and an additional 615,852 Subscription Receipts were issued and proceeds of approximately $2,863,711 was received by TRC.

About TRC

TRC was incorporated on March 7, 2014 under the OBCA. TRC is an industry leader in delivering integrated digital healthcare solutions. TRC's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, TRC's cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and impacted millions of patients across the continuum of care - from acute to primary, community and seniors care. TRC is proud to serve as a trusted health system partner to a rapidly growing global client base that spans three continents and more than 2,200 healthcare facilities.

About AIM4

AIM4 was incorporated on November 29, 2018 under the OBCA and is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia. The AIM4 common shares (the "AIM4 Shares") are listed for trading on the TSXV. The AIM4 Shares have been posted for trading on the TSXV since July 4, 2019. The AIM4 Shares were halted from trading on October 14, 2020 in connection with the announcement of the Transaction and remain halted as at the date hereof. AIM4 is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a Qualifying Transaction (as defined in the Policy) in accordance with the Policy. Until completion of a Qualifying Transaction, AIM4 will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.

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.

For more information, please contact:

Zachary Goldenberg
CEO, AIM4 Ventures Inc.
647-987-5083
zach@libertyvp.co

Genevieve Tomney
VP, Communications
Think Research
Direct: 416.460.5784
genevieve.tomney@thinkresearch.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Transaction cannot close until the required approval is obtained. There can be no assurance that the Transaction or the Arrangement will be completed.

Investors are cautioned that, except as disclosed in the Circular or Filing Statement prepared in connection with the Transaction and Arrangement, any information released or received with respect to the Transaction or Arrangement 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the terms and conditions of the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to 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 statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. AIM4 and TRC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

Schedule "A"

Pro Forma Financial Statements

Think Research Corporation 
(formerly AIM4 Ventures Inc.)

Pro forma Financial Statements 

June 30, 2020

(Expressed in Canadian Dollars) 

(Unaudited)

Think Research Corporation (formerly AIM4 Ventures Inc.)
Pro Forma Statement of Financial Position
(Expressed in Canadian Dollars) (Unaudited)

    TRC     HCP Clinics     HCP Pharmacy     CIMCC     AIM4                 Pro Forma     Pro Forma  
    June 30, 2020     June 30, 2020     June 30, 2020     June 30, 2020     June 30, 2020     Total     Note 4     Adjustments     Consolidated  
Assets                                                      
Current assets                                                      
Cash $ 1,629,074   $ -   $ 1,656   $ 238,848   $ 787,760   $ 2,657,338     (a)   $ 30,000,000        
                                        (a)     (1,800,000 )      
                                        (b)     (5,823,078 )      
                                        (e)     1        
                                        (f)     (750,000 )      
                                        (g)     (100,000 )      
                                        (i)     213,494        
                                        (i)     (1,000,000 )      
                                        (j)     (1,700,000 )   21,697,755  
Accounts Receivable   6,533,950     164,690     29,745     22,659     -     6,751,044     (i)     522,031     7,273,075  
Prepaids & Deposit   1,029,070     -     -     3,731     -     1,032,801                 1,032,801  
Other receivables   -     -     6,111     -     -     6,111                 6,111  
Contract assets   128,463     -     -     -     -     128,463                 128,463  
Deferred tax asset   -     -     -     -     -     -     (i)     59,402     59,402  
Due from shareholder   -     -     -     218,139     -     218,139                 218,139  
Due from related parties   -     77,244     -     159,047     -     236,291     (i)     1,329     237,620  
Investment tax credits   956,435     -     -     -     -     956,435                 956,435  
Inventory   -     -     53,175     -     -     53,175     (i)     189,051     242,226  
Total Current Assets   10,276,992     241,934     90,687     642,424     787,760     12,039,797           19,812,230     31,852,027  
Accounts Receivable   228,414     -     -     -     -     228,414                 228,414  
Right-of-use assets   3,388,608     484,570     147,707     87,404     -     4,108,289     (i)     243,458     4,351,747  
Property and equipment   395,122     102,774     8,003     182,696     -     688,595                 688,595  
Intangible Assets   417,507     -     196,106     -     -     613,613     (k)     100,000     713,613  
Goodwill   401,000     -     38,526     -     -     439,526                 439,526  
Unallocated purchase price   -     -     -     -     -     -     (e)     399,999        
                                        (f)     3,386,137        
                                        (g)     1,832,661        
                                        (h)     4,229,347        
Total Assets                                       (i)     3,640,834     13,488,978  
$ 15,107,643   $ 829,278   $ 481,029   $ 912,524   $ 787,760   $ 18,118,234         $ 33,644,666   $ 51,762,900  
Liabilities                                                      
Current liabilities                                                      
Accounts payable and accrued liabilities $ 2,695,632   $ 265,671   $ 104,068   $ 164,304   $ 8,916   $ 3,238,591     (e)     1,000,000        
                                        (i)     114,543        
                                        (j)     (125,000 )   4,228,134  
Income taxes payable   -     5,223     -     162,760     -     167,983     (i)     62,115     230,098  
Bank indebtedness   8,556,522     67,715     17,279     -     -     8,641,516                 8,641,516  
Line of credit   -     28,050     -     -     -     28,050                 28,050  
Due to related parties   -     62,560     -     -     -     62,560                 62,560  
Lease liability   1,576,909     164,282     28,798     20,962     -     1,790,951     (i)     20,129     1,811,080  
Contingent consideration   102,000     -     -     -     -     102,000                 102,000  
License agreement payable   200,723     -     -     -     -     200,723                 200,723  
Class A Preferred Shares   260,581     -     -     -     -     260,581           (260,581 )   -  
Deferred revenue   7,645,318     -     -     -     -     7,645,318                 7,645,318  
Loan payable   -     -     17,368     -     -     17,368                 17,368  
Total Current Liabilities   21,037,685     593,501     167,513     348,026     8,916     22,155,641           811,206     22,966,847  
Deferred revenue   240,741     -     -     -     -     240,741                 240,741  
Contingent consideration   75,000     -     -     -     -     75,000                 75,000  
License Agreement Payable   425,232     -     -     -     -     425,232                 425,232  
Class A Preferred Shares   4,006,206     -     -     -     -     4,006,206     (b)     182,133        
                                        (b)     1,374,158        
                                        (b)     (5,562,497 )   -  
Lease liability   1,977,724     391,596     123,392     74,128     -     2,566,840     (i)     229,843     2,796,683  
Loan payable   -     -     202,632     40,000     -     242,632     (i)     40,000     282,632  
Due to related parties   -     -     30,000     -     -     30,000                 30,000  
Total Liabilities   27,762,588     985,097     523,537     462,154     8,916     29,742,292           (2,925,157 )   26,817,135  
Shareholder's Equity (Deficiency)                                                      
Common Stock   64,177,301     300     100     100     846,821     65,024,622     (a)     30,000,000        
                                        (a)     (1,800,000 )      
                                        (c)     525,577        
                                        (d)     (846,821 )      
                                        (d)     2,000,000        
                                        (e)     -        
                                        (e)     400,000        
                                        (f)     (300 )      
                                        (f)     1,480,318        
                                        (g)     (100 )      
                                        (g)     1,711,832        
                                        (h)     (100 )      
                                        (h)     4,679,717        
                                        (i)     3,402,969        
                                        (k)     100,000     106,677,715  
Class B Preferred shares   13     -     -     -     -     13     (c)     (13 )   -  
Contributed Surplus   1,842,925     -     -     -     105,802     1,948,727     (d)     (105,802 )      
                                        (c)     (525,564 )      
                                        (d)     127,111     1,444,472  
Warrant   91,876     -     -     -     -     91,876     (d)     47,529     139,405  
Non-Controlling Interest   -     -     -     -     -     -     (g)     (1,907,464 )      
                                        (g)     1,885,785     (21,679 )
Deficit   (78,767,060 )   (156,119 )   (42,608 )   450,270     (173,779 )   (78,689,296 )   (b)     (182,133 )      
                                        (b)     (1,374,158 )      
                                        (d)     173,779        
                                        (d)     (1,395,796 )      
                                        (f)     156,119        
                                        (g)     42,608        
                                        (h)     (450,270 )      
Total Shareholder's Equity (Deficiency)                                       (j)     (1,575,000 )   (83,294,147 )
  (12,654,945 )   (155,819 )   (42,508 )   450,370     778,844     (11,624,058 )         36,569,823     24,945,765  
Total Liabilities and Shareholder's Equity (Deficiency)                                                      
$ 15,107,643   $ 829,278   $ 481,029   $ 912,524   $ 787,760   $ 18,118,234         $ 33,644,666   $ 51,762,900  


The accompanying notes are an integral part of this pro forma statement of financial position.

Think Research Corporation (formerly AIM4 Ventures Inc.)
Pro Forma Statement of Loss and Comprehensive Loss
(Expressed in Canadian Dollars) (Unaudited)

    TRC Year ended September 30, 2019     HCP Clinics Year ended December 31, 2019     HCP Pharmacy May 21, 2019 to December 31, 2019     CIMCC April 27, 2019 to December 31, 2019     AIM4 Year ended December 31, 2019     Total     Note 4     Pro Forma Adjustments     Pro Forma Consolidated  
Revenues $ 17,305,923   $ 1,385,639   $ -   $ 537,940   $ -   $ 19,229,502     (o)   $ 2,150,047   $ 21,379,549  
Cost of Sales   7,352,572   $ 829,142     -     113,671     -     8,295,385     (o)     1,507,436     9,802,821  
Gross Profit   9,953,351     556,497     -     424,269     -     10,934,117           642,611     11,576,728  
Operating Expenses                                                      
General and administration   10,222,342     309,611     7,365     183,981     151,419     10,874,718     (o)     433,414        
                                        (p)     1,000     11,309,132  
Sales and marketing   3,703,447     15,899     -     17,164     -     3,736,510           -     3,736,510  
Research and development   7,869,146     -     -     -     -     7,869,146     (o)     9,263        
                                        (p)     20,000     7,898,409  
    21,794,935     325,510     7,365     201,145     151,419     22,480,374           463,677     22,944,051  
Loss before other income (expense)   (11,841,584 )   230,987     (7,365 )   223,124     (151,419 )   (11,546,257 )         178,934     (11,367,323 )
Other income (expense)                                                      
Depreciation of right-of-use assets   -     (122,300 )   -     (8,724 )   -     (131,024 )   (o)     (28,019 )   (159,043 )
Depreciation of property and equipment   -     (8,274 )   -     (16,736 )   -     (25,010 )         -     (25,010 )
Amortization of intangible asset   -     -     -     -     -     -     (n)     (20,000 )   (20,000 )
Write-off of property and equipment   (351,214 )   -     -     -     -     (351,214 )         -     (351,214 )
Interest expense   (741,177 )   (28,598 )   -     (5,455 )   -     (775,230 )   (m)     493,541        
                                        (o)     (8,044 )   (289,733 )
Rental income         68,818     -     -     -     68,818                 68,818  
Interest accretion on Class A Preferred Shares   (298,834 )   -     -     -     -     (298,834 )   (m)     298,834     -  
Loss on redemption on Class A Preferred Shares   -     -     -     -     -     -     (m)     (1,887,780 )   (1,887,780 )
Foreign Exchange   (45,103 )   -     -     -     -     (45,103 )   (o)     (18,354 )   (63,457 )
Transaction costs   -     -     -     -     -     -     (l)     (1,395,796 )      
                                        (l)     (1,575,000 )   (2,970,796 )
    (1,436,328 )   (90,354 )   -     (30,915 )   -     (1,557,597 )         (4,140,618 )   (5,698,215 )
Net loss before income tax   (13,277,912 )   140,633     (7,365 )   192,209     (151,419 )   (13,103,854 )         (3,961,684 )   (17,065,538 )
Income tax expense   5,728     5,223     -     51,073     -     62,024     (m)     53,526     115,550  
Net loss and comprehensive loss for the year   (13,283,640 )   135,410     (7,365 )   141,136     (151,419 )   (13,165,878 )         (4,015,210 )   (17,181,088 )


The accompanying notes are an integral part of this pro forma statement of loss and comprehensive loss.

Think Research Corporation (formerly AIM4 Ventures Inc.)
Pro Forma Statement of Loss and Comprehensive Loss
(Expressed in Canadian Dollars) (Unaudited)

    TRC Six months ended June 30, 2020     HCP Clinics Six months ended June 30, 2020     HCP Pharmacy Six months ended June 30, 2020     CIMCC Six months ended June 30, 2020     AIM4 Six months ended June 30, 2020     Total     Note 4     Pro Forma Adjustments     Pro Forma Consolidated  
Revenues $ 9,858,942   $ 411,635   $ 118,971   $ 901,942   $ -   $ 11,291,490     (s)   $ 608,934   $ 11,900,424  
Cost of Sales   3,992,437     269,070     78,477     260,972     -     4,600,956     (s)     454,083     5,055,039  
Gross Profit   5,866,505     142,565     40,494     640,970     -     6,690,534           154,851     6,845,385  
Operating Expenses                                                      
General and administration   5,100,660     86,550     55,979     186,114     22,360     5,451,663     (t)     500        
                                        (s)     186,101     5,638,264  
Sales and marketing   2,107,865     2,588     -     5,367     -     2,115,820     (s)     725     2,116,545  
Research and development   1,893,067     -     -     -     -     1,893,067     (t)     10,000     1,903,067  
    9,101,592     89,138     55,979     191,481     22,360     9,460,550           197,326     9,657,876  
Loss before other income (expense)   (3,235,087 )   53,427     (15,485 )   449,489     (22,360 )   (2,770,016 )         (42,475 )   (2,812,491 )
Other income (expense)                                                      
Depreciation of right-of-use assets   -     (68,824 )   (10,742 )   (10,283 )   -     (89,849 )         (13,526 )   (103,375 )
Depreciation of property and equipment   -     (3,250 )   (907 )   (15,429 )   -     (19,586 )         -     (19,586 )
Amortization of intangible asset   -     -     (5,368 )   -     -     (5,368 )   (r)     (10,000 )   (15,368 )
Interest expense   (535,936 )   (13,760 )   (2,741 )   (2,956 )   -     (555,393 )   (q)     232,685        
Rental income                                       (s)     (7,579 )   (330,287 )
  -     29,825     -     -     -     29,825                    
Interest accretion on Class A Preferred Shares   (139,414 )   -     -     -     -     (139,414 )   (q)     139,414     -  
Foreign Exchange   (13,064 )   -     -     -     -     (13,064 )   (s)     33,980     20,916  
    (688,414 )   (56,009 )   (19,758 )   (28,668 )   -     (792,849 )         374,974     (447,700 )
Net loss before income tax   (3,923,501 )   (2,582 )   (35,243 )   420,821     (22,360 )   (3,562,865 )         332,499     (3,260,191 )
Income tax expense   -     -     -     111,686     -     111,686     (s)     604     112,290  
Net loss and comprehensive loss for the year   (3,923,501 )   (2,582 )   (35,243 )   309,135     (22,360 )   (3,674,551 )         331,895     (3,372,481 )


The accompanying notes are an integral part of this pro forma statement of loss and comprehensive loss.

Think Research Corporation (formerly AIM4 Ventures Inc.)
Notes to the Pro Forma Consolidated Financial Statements
(Expressed in Canadian Dollars) (Unaudited)

1. BASIS OF PRESENTATION

The unaudited pro forma consolidated statement statements of Think Research Corporation (the "Company"), formerly AIM4 Ventures Inc. ("AIM4") as at June 30, 2020 (the "Pro Forma Financial Statements"), has been prepared by management based on historical financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), for illustrative purposes only, after giving effect to the proposed transaction between AIM4 and TRC Management Holdings Corp ("TRC"), 2538606 Ontario Inc., 2538393 Ontario Inc., and 2448430 Ontario Inc. (collectively known as "HCP Clinics"), as well as 11419501 Canada Inc. ("HCP Pharmacy"), Complete Immigration Medical Center Corp. ("CIMCC") and ArionTech Inc. ("HCP Arion") (together with HCP Clinics, referred to as "HCP Entities") on the basis of the assumptions and adjustments described in note 2, 3 and 4.

The unaudited pro forma financial statements of the Company have been compiled from:

(a) the unaudited financial statements of AIM4 for the six months ended June 30, 2020 and the audited financial statements as at December 31, 2019;

(b) the unaudited consolidated financial statements of TRC for the nine months ended June 30, 2020 and the audited consolidation financial statement for the year ended September 30, 2019;

(c) the unaudited combined financial statements of HCP Clinics for the six months ended June 30, 2020 and the audited combined financial statements for the year ended December 31, 2019;

(d) the unaudited financial statements of HCP Pharmacy for the six months ended June 30, 2020 and the audited financial statements for the period from May 21, 2019 (date of incorporation) to December 31, 2019;

(e) the unaudited financial statements of CIMCC for the six months ended June 30, 2020 and the audited financial statements for the period from April 17, 2019 (date of incorporation) to December 31, 2019;

It is management's opinion that the unaudited Pro Forma Financial Statements, include all adjustments necessary for the fair presentation, in all material respects, of the transactions described in notes 3 and 4 in accordance with IFRS, applied on a basis consistent with TRC's accounting policies, except as otherwise noted. The unaudited Pro Forma Financial Statements are not necessarily indicative of the financial position that would have resulted if the combination had actually occurred on June 30, 2020. Further, these unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.

The unaudited Pro Forma Financial Statements should be read in conjunction with the historical financial statements and notes thereto of AIM4, TRC, HCP Clinics, HCP Pharmacy and CIMCC included elsewhere in this Information Circular.

2. SIGNIFICANT ACCOUNTING POLICIES

The unaudited pro forma financial statements have been compiled using the significant accounting policies, as set out in the audited consolidated financial statements of TRC as at September 30, 2019. Management has determined that no material pro forma adjustments are necessary to conform the accounting policies of AIM4, HCP Clinics, HCP Pharmacy and CIMCC to the accounting policies used by TRC in the preparation of its audited financial statements.

3. PRO FORMA PRELIMINARY PURCHASE PRICE ALLOCATION AND ASSUMPTIONS

a) On October 14, 2020, TRC entered into a letter of intent with AIM4, a capital pool company, in regards to the proposed qualifying transaction (the "Transaction") to acquire all of the issued and outstanding securities and securities convertible into securities of TRC. Upon completion of the Transaction, the combined entity will continue the business of TRC. Concurrently with the closing of the Transaction, the Company changed its name to "Think Research Corporation". Pursuant to the Transaction:

  • AIM4 completed the 24.7672479-1 common share consolidation (the "Consolidation"). Prior to the Consolidation, AIM4 had 10,650,000 AIM4 Shares issued and outstanding. Following completion of the Consolidation, AIM4 had 430,003 AIM4 Shares issued and outstanding.
  • Prior to the Consolidation, AIM4 had 1,065,000 options ("AIM4 Options") and 500,000 ("AIM4 Warrants"). Following completion of the Consolidation, AIM4 had 43,000 AIM4 Options and 20,188 AIM4 Warrants outstanding with an exercise price of $2.4767.
  • Shareholders of TRC received Common Shares in exchange for their respective common shares assuming a Common Share price of $4.65.
  • Holders of outstanding options of TRC ("TRC Options") received 615,900 AIM4 Options in exchange for their TRC Options and holders of outstanding warrants of TRC ("TRC Warrants") received 262,505 AIM4 Warrants in exchange for their TRC Warrants.

The Transaction was accounted for as a reverse takeover whereby the Company continued primarily as an operator of delivering integrated digital healthcare solutions.

Management determined that, for accounting purposes, TRC became the acquirer as a result of completing the Transaction on the basis that the shareholders of TRC obtained the largest number of common shares of the Company, taking into consideration the outstanding options and warrants.

AIM4 does not meet the definition of a business, therefore the Transaction is outside of the scope of IFRS 3 Business Combinations. Instead, the Transaction was accounted for under IFRS 2 Share-based Payment. Under this basis of accounting, the consolidated entity is considered to be a continuation of the business of TRC, with the net identifiable assets of AIM4 deemed to have been acquired by TRC. The results of operations from AIM4 are included in the financial statements since the date of acquisition.

The capital structure recognized in the unaudited pro forma statement of financial position is that of AIM4 but the dollar amount of the issued share capital immediately prior to the completion of the transaction is that of TRC plus the value of shares issued by TRC to complete the HCP Acquisition (as defined below in note 3(b)), the shares issued in the Concurrent Financing (as defined below in note 3(c)) and the shares issued in connection conversion of Class B preferred shares of TRC into common shares of TRC (discussed further below in note 3(e)).

The following table summarizes the consideration paid and the fair value of the identifiable assets acquired and liabilities assumed as of the date of acquisition:

Reverse acquisition of AIM4      
Fair value of consideration (430,003 shares at $4.65 per share) $ 2,000,000  
Options (1)   127,111  
Warrants (2)   47,529  
Total cost of acquisition   2,174,640  
Allocated as follows:      
Identified fair value of net assets:      
Cash   787,760  
Accounts payable and accrued liabilities   (8,916 )
    778,844  
Transaction costs $ 1,395,796  


(1) Valued using the Black-Scholes Option Pricing Model using volatility of 63%, risk free rate of 0.32%, expected life of 4.01 years and dividend yield to 0%.

(2) Valued using the Black-Scholes Option Pricing Model using volatility of 63%, risk free rate of 0.25%, expected life of 1.01 year and dividend yield to 0%.

b) Immediately prior to the closing of the Transaction, TRC, pursuant to the terms of the share purchase agreement dated as of [ ], 2020 between TRC and the shareholders of 2775554 Ontario Inc. (the "HCP Acquisition"), purchased all of the issued and outstanding shares of 2775554 Ontario Inc. for a purchase price of $14,624,836. The purchase price was paid as follows:

  • the issuance of 2,531,610 common shares of TRC, the fair market value of which have determined to be $11,774,836;
  • a cash payment equaled to $2,850,000, of which $1,850,000 was made on the closing date of the HCP Acquisition and $1,000,000 was deferred to six months after the closing date of the HCP Acquisition.

Prior to closing of the HCP Acquisition, 2775554 Ontario Inc. completed a series of acquisitions of the HCP Entities, pursuant to the following share purchase agreement:

  • Pursuant to the terms of the share purchase agreement dated as of October 18, 2020, 2775554 Ontario Inc. purchased all the issued and outstanding shares of 2538606 Ontario Inc.
  • Pursuant to the terms of the share purchase agreement dated as of October 18, 2020, 2775554 Ontario Inc. purchased all the issued and outstanding shares of 2538393 Ontario Inc.
  • Pursuant to the terms of the share purchase agreement dated as of October 18, 2020, 2775554 Ontario Inc. purchased all the issued and outstanding shares of 2448430 Ontario Inc.
  • Pursuant to the terms of the share purchase agreement dated as of October 18, 2020, 2775554 Ontario Inc. purchased 49% the issued and outstanding shares of HCP Pharmacy.
  • Pursuant to the terms of the share purchase agreement dated as of October 18, 2020, 2775554 Ontario Inc. purchased all the issued and outstanding shares of CIMCC.
  • Pursuant to the terms of the share purchase agreement dated as of October 18, 2020, 2775554 Ontario Inc. purchased all the issued and outstanding shares of HCP Arion.

Prior to closing of the HCP Acquisition, 2775554 Ontario Inc. also completed an asset purchase pursuant to the terms of the share purchase agreement dated as of October 18, 2020 with Grove Software Solutions ("Grove") to purchase all of Grove's assets relating to the KYLO primary care electronic medical record system, including licenses, software, forms, database and source code. The total purchase price was $100,000 in shares of 2775554 Ontario Inc.

For the purchase of 49% of the issued and outstanding shares of HCP Pharmacy, although 2775554 Ontario Inc. has less than majority of the voting or similar rights of HCP Pharmacy, management considered all relevant facts and circumstances in assessing whether it has power over HCP Pharmacy, including the following:

  • 2775554 Ontario has entered into a management service agreement with HCP Pharmacy to provide HCP Pharmacy critical services including entering into or renewing contracts in connection with the core operations and management of HCP Pharmacy's business, including but not limited to insurance, legal services, information technology, finance and accounting.
  • The Company also entered into a licensing agreement with HCP Pharmacy to license the access and use of a medication review solution for pharmacists to HCP Pharmacy. The Company is entitled to royalties equal to 20% of the gross margin of HCP Pharmacy.
  • Pursuant to the shareholder agreement, 2775554 Ontario Inc. can designate two out of three board members and the board has the right to appoint officers of HCP Pharmacy.

Based on the above, management determined that, for accounting purposes, 2775554 Ontario Inc. has control over HCP Pharmacy as 2775554 Ontario Inc. is exposed, or has rights, to variable returns from its involvement and has the ability to affect those returns through its power over HCP Pharmacy with its existing rights and ability to direct the relevant activities. HCP Pharmacy has been accounted for in a consolidation basis in accordance with IFRS 3 "Business Combinations".

Each of these acquisitions above, except for the asset purchase with Grove, has been accounted for in accordance with IFRS 3 "Business Combinations", as each of their operations constitutes a business. The allocation of the purchase price has been prepared on a preliminary basis as the final purchase price allocation report had not been completed as of the date of these unaudited pro forma financial statements. The identified fair value of net assets below are a result of management's best estimates and assumptions after taking into account all relevant information available. The final purchase price allocations may result in adjustments to the preliminary estimate of the purchase date fair values disclosed in the table below.

The following tables summarizes the consideration paid and the fair value of the identifiable assets acquired and liabilities assumed as of the date of acquisition:

Acquisition of HCP Clinics      
Fair value of consideration (318,271 shares at $4.65 per share) $ 1,480,318  
Cash   750,000  
Purchase price payable   1,000,000  
Total cost of acquisition $ 3,230,318  
Allocated as follows:      
Identified fair value of net assets:      
Accounts receivable   164,690  
Property and equipment   102,774  
Right-of-use assets   484,570  
Due from related parties   14,684  
Accounts payable and accrued liabilities   (265,671 )
Income taxes payable   (5,223 )
Bank indebtedness   (67,715 )
Line of credit   (28,050 )
Lease liability   (555,878 )
    (155,819 )
Unallocated purchase price $ 3,386,137  


*The preliminary purchase price allocation is prepared on a combined basis for 2538606 Ontario Inc., 2538393 Ontario Inc. and 2448430 Ontario Inc., or HCP Clinics, due to common ownership.

Acquisition of 49% HCP Pharmacy      
Fair value of consideration (368,047 shares at $4.65 per share) $ 1,711,832  
Cash   100,000  
Total cost of acquisition for 49% interest $ 1,811,832  
NCI measured at fair value (51%)   1,885,785  
Total   3,697,617  
Allocated as follows:      
Identified fair value of net assets:      
Cash   1,656  
Accounts receivable   29,745  
Other receivables   6,111  
Inventory   53,175  
Property and equipment   8,003  
Right-of-use assets   147,707  
Intangible assets   196,106  
Goodwill   38,526  
Accounts payable and accrued liabilities   (104,068 )
Bank indebtedness and loan payable   (237,279 )
Lease liability   (152,190 )
Due to related parties   (30,000 )
    (42,508 )
Unallocated purchase price $ 3,740,125  
Allocated to NCI (51%)   1,907,464  
Unallocated purchase price allocated to TRC   1,832,661  
Acquisition of CIMCC      
Fair value of consideration (1,006,391 shares at $4.65 per share) $ 4,679,717  
Allocated as follows:      
Identified fair value of net assets:      
Cash   238,848  
Accounts receivable   22,659  
Prepaids & deposit   3,731  
Property and equipment   182,696  
Right-of-use assets   87,404  
Due from shareholder   218,139  
Due from related parties   159,047  
Accounts payable and accrued liabilities   (164,304 )
Income taxes payable   (162,760 )
Loan payable   (40,000 )
Lease liability   (95,090 )
    450,370  
Unallocated purchase price $ 4,229,347  

Except for 2775554 Ontario Inc (see note 4 (e) for preliminary purchase price allocation). and HCP Arion (see note 4 (i) for preliminary purchase price allocation), as the consolidated statement of financial position for HCP Clinics, HCP Pharmacy and CIMCC are already included, the only adjustments required (further detailed in note 4(e) to (h)) are for the payment of the consideration and elimination of all items in shareholder's equity.

c) Concurrently with or prior to the closing of the Transaction, TRC completed a private placement offering of subscription receipts with gross proceeds of $30,000,000 (the "Concurrent Financing") that resulted in the issuance by TRC of 6,450,050 common shares at an issue price of $4.65 per subscription receipt to the subscribers. Each subscription receipt entitled the holder to receive one common share of TRC. Upon completion of the Transaction, each common share was exchanged for one common share in the capital of the Company. TRC incurred to the agent a cash fee of $1,800,000 (the "Agency Fee"), being 6% of the gross proceeds of the Concurrent Financing. 50% of the Agency Fee was paid on the closing date of the Concurrently Financing and the balance shall be paid on the escrow release date.

d) Concurrently with or prior to the closing of the Transaction, TRC has redeemed all the issued and outstanding Class A preferred shares using a portion of the proceeds from the Concurrent Financing.

e) Concurrently with or prior to the closing of the Transaction, 113,000 Class B preferred share of TRC were automatically converted into common shares of TRC at a 1:1 ratio.

4. PRO FORMA ADJUSTMENTS

Pro forma adjustments to the consolidated statement of financial position

The unaudited pro forma consolidated financial position reflects the following adjustments as if the transactions described in note 3 had occurred on June 30, 2020:

(a) To record the issuance of 6,450,050 common shares under the Concurrent Financing, with a gross proceeds of $30,000,000, net of the Agency Fee of $1,800,000.

(b) To record the redemption of all the issued and outstanding Class A preferred shares with a carrying value of $4,266,787 as at June 30, 2020 plus (i) accrued and unpaid interest and dividend of $182,133 pertains to the period from July 1, 2020 to the anticipated closing date of the Transaction, being December 1, 2020 and (ii) loss on redemption of $1,374,158.

(c) To record the conversion of 113,000 Class B preferred shares of TRC into 113,000 common shares of TRC at a fair value per share price of $4.65. The difference of $525,564 between the carrying amount of $13 for the Class B preferred shares of TRC and the fair value of $525,577 for the common shares of TRC is recorded as a reduction of contributed surplus.

(d) To record the reverse acquisition transaction with AIM4 by assigning a fair value of (i) $2,000,000 to the common shares of TRC issued; (ii) $127,111 to replacement options for issued and outstanding AIM4 Options; and (iii) $47,529 to replacement warrants in exchange for AIM4 Warrants, eliminating AIM4's share capital of $846,821, contribution surplus of $105,802, historical deficit of $173,779 and recording the amount attribute to transaction costs resulting from the transaction of $1,395,796.

(e) To record the acquisition of 2775554 Ontario Inc. as part of the HCP Acquisition by assigning a fair value of $400,000 to the common shares of TRC issued, net assets and liabilities assumed of $1, resulting in the recognition of unallocated purchase price in the amount of $399,999.

(f) To record the acquisition of HCP Clinics as part of the HCP Acquisition by assigning a fair value of $1,480,318 to the common shares of TRC issued, a cash payment of $750,000 immediately at closing of and deferred cash payment of $1,000,000 six months after closing. HCP Clinics's share capital of $300 and historical deficit of $156,119 were eliminated, resulting in the recognition of unallocated purchase price in the amount of $3,386,137.

(g) To record the acquisition of 49% of HCP Pharmacy as part of the HCP Acquisition by assigning a fair value of $1,711,832 to the common shares of TRC issued, a cash payment of $100,000 and non-controlling interest measured at fair value of $1,885,785, eliminating HCP Pharmacy's share capital of $100 and historical deficit of $42,608, resulting in the recognition of unallocated purchase price in the amount of $1,832,661 attributable to 2775554 Ontario Inc. and $1,907,464 attributable to non-controlling interest.

(h) To record the acquisition CIMCC as part of the HCP Acquisition by assigning a fair value of $4,679,717 to the common shares of TRC issued, eliminating CIMCC's share capital of $100 and historical retained earnings of $450,270, resulting in the recognition of unallocated purchase price in the amount of $4,229,347.

(i) To record the acquisition HCP Arion as part of the HCP Acquisition by assigning a fair value of $3,402,969 to the common shares of TRC issued and a cash payment of $1,000,000, net assets and liabilities assumed of $762,135, resulting in the recognition of unallocated purchase price in the amount of $3,640,834.

Acquisition of 2775554 Ontario Inc.      
Fair value of consideration (86,001 shares at $4.65 per share) $ 400,000  
Allocated as follows:      
Identified fair value of net assets:      
Cash   1  
    1  
Unallocated purchase price $ 399,999  

j) To record payment of transaction costs of $1,700,000 which include $350,000 M&A fees incurred for the HCP Acquisition, $750,000 for accounting fees and $600,000 for legal fees for the Transaction, of which $125,000 of the accounting fees had already been previously accrued as part of accounts payable and accrued liabilities in the statements of financial position of the various acquired businesses.

(k) To record the purchase of the intangible assets of Grove by assigning a fair value of $100,000 to the common shares of TRC issued.

Pro forma adjustments to the consolidated statement of loss and comprehensive loss for the year ended December 31, 2019

The unaudited pro forma consolidated statement of loss and comprehensive loss for the year ended December 31, 2019 reflects the following adjustments as if the transactions described in note 3 had occurred on January 1, 2019:

(l) To record the amount attributed to transaction costs resulting from the transactions described in note (d) and (j) above.

(m) To record the reversal of interest accretion and dividend paid on Class A preferred incurred between October 1, 2018 to September 30, 2019 and to record the loss of redemption of $1,887,780.

(n) To record amortization of the intangible assets purchased from Grove of $20,000 described in note (k) above, assuming a useful life of five years.

(o) To record increase in revenue and expenses for the year ended December 31, 2019 to reflect management's best estimate of additional revenue and expenses in relations to the acquisition of HCP Arion.

(p) To record increase in research and development expenses by $20,000 and general and administrative expenses by $1,000 for the year ended December 31, 2019 to reflect management's best estimate of additional expense in relations to the acquisition of AirMed Trials Inc.

Pro forma adjustments to the consolidated income statement for the six months ended June 30, 2020

The unaudited pro forma interim consolidated statement of loss and compressive loss reflects the following adjustments as if the transactions described in note 3 had occurred on January 1, 2019:

(q) To record the reversal of interest accretion and dividend paid on Class A preferred incurred between January 1, 2019 to June 30, 2020.

(r) To record amortization of the intangible assets purchased from Grove of $10,000 described in note (k) above, assuming a useful life of five years.

(s) To record increase in revenue and expenses for the six months ended June 30, 2019 to reflect management's best estimate of additional revenue and expenses in relations to the acquisition of HCP Arion.

(t) To record increase in research and development expenses by $10,000 and general and administrative expenses by $500 for the six months ended June 30, 2020 to reflect management's best estimate of additional expense in relations to the acquisition of AirMed Trials Inc.

 5. PRO FORMA SHARE CAPITAL

After giving effect to the pro forma adjustments and assumptions in notes 3 and 4, the issued and fully paid share capital of the Company would be as follows:

      Capital Stock                                      
  Note 4   Shares     Amount     Class B Preferred Shares     Contributed Surplus     Warrant Reserve     Deficit     Non- Controlling Interest     Total Equity  
            $     $     $           $     $     $  
Common shares of AIM4 issued and outstanding as at June 30, 2020 (post-consolidation)     430,003     846,821     -     105,802     -     -     -     952,623  
Common shares of TRC issued and outstanding as at June 30, 2020     25,644,537     64,177,301     -     1,842,925     91,876     (78,767,060 )   -     (12,654,958 )
Class B Preferred Shares of TRC issued and outstanding as at June 30, 2020     -     -     13     -     -     -     -     13  
Common shares of HCP Clinics issued and outstanding as at June 30, 2020     300     300     -     -     -     -     -     300  
Common shares of HCP Pharmacy issued and outstanding as at June 30, 2020     100     100     -     -     -     -     -     100  
Common shares of CIMCC issued and outstanding as at June 30, 2020     100     100     -     -     -     -     -     100  
Effect of transaction:                                               -  
Issuance of TRC shares pursusant to conversion of Class B preferred shares to common shares of (c)   113,000     525,577     (13 )   (525,564 )   -     -     -     -  
TRC
Eliminate AIM4 common shares and share capital (d)   -     (846,821 )   -     -     -     -     -     (846,821 )
Eliminate AIM4 contribution surplus (d)   -     -     -     (105,802 )   -     -     -     (105,802 )
Eliminate TRC common shares acquired by AIM4     (25,757,537 )   -     -     -     -     -     -     -  
Eliminate HCP Clinics common shares and share capital (f)   (300 )   (300 )   -     -     -     -     -     (300 )
Eliminate HCP Pharmacy common shares and share capital (g)   (100 )   (100 )   -     -     -     -     -     (100 )
Eliminate CIMCC common shares and share capital (i)   (100 )   (100 )   -     -     -     -     -     (100 )
Issuance of AIM4 shares to TRC pursuant to the RTO Transaction     25,757,537     -     -     -     -     -     -     -  
Shares issued to HCP Clinics pursuant to the HCP Acquisition (f)   318,271     1,480,318     -     -     -     -     -     1,480,318  
Shares issued to HCP Pharmacy pursuant to the HCP Acquisition and recognition of NCI (g)   368,047     1,711,832     -     -     -     -     (21,679 )   1,690,153  
Shares issued to HCP Arion pursuant to the HCP Acquisition (h)   731,644     3,402,969     -     -     -     -     -     3,402,969  
Shares issued to CIMCC pursuant to the HCP Acquisition (i)   1,006,147     4,679,717     -     -     -     -     -     4,679,717  
Shares issued to Grove pursuant to asset purchase agreement (k)   21,500     100,000     -     -     -     -     -     100,000  
Shares issued to 2775554 Ontario Inc. pursuant to the HCP Acquisition (e)   86,001     400,000     -     -     -     -     -     400,000  
Issuance of replacement shares for AIM4 Options and AIM4 Warrants (d)   -     -     -     127,111     47,529     -     -     174,640  
Fair value of shares deemed issued to AIM4 pursuant to the reverse acquisition (d)   -     2,000,000     -     -     -     -     -     2,000,000  
Shares issued in Concurrent Financing, net of share issuance cost (a)   6,450,050     28,200,000     -     -     -     -     -     28,200,000  
Interest and dividend accrued and loss on redemption for Class A Preferred Shares (b)   -     -     -     -     -     (1,556,291 )   -     (1,556,291 )
Transaction cost for HCP Acquisition (j)   -     -     -     -     -     (1,575,000 )   -     (1,575,000 )
Listing expense (d)   -     -     -     -     -     (1,395,796 )   -     (1,395,796 )
                                                   
Balance     35,169,200     106,677,715     -     1,444,472     139,405     (83,294,147 )   (21,679 )   24,945,765  

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69875

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