Qualifying Transaction Update: AIM4 Ventures Inc. and TRC Management Holdings Corp. Received TSXV Conditional Approval for Proposed Qualifying Transaction and Filed Filing Statement

Newsfile Corp.
·7 min read

Toronto, Ontario--(Newsfile Corp. - November 30, 2020) - AIM4 Ventures Inc. (TSXV: AIMD.P) (the "Company" or "AIM4"), a capital pool company listed on the TSX Venture Exchange (the "Exchange") is pleased to announce that the Company has received conditional approval from the Exchange for its proposed "Qualifying Transaction" (as such term is defined in Policy 2.4 - "Capital Pool Companies" (the "Policy") of the Exchange) pursuant to 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"). 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 Company has filed on www.sedar.com a filing statement dated November 27, 2020 (the "Filing Statement") prepared in accordance with the policies of the Exchange and providing information with respect to the Company, TRC and the Transaction.

Shareholder Approval

The 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 Exchange. As a result, no meeting of the shareholders of the Company is required pursuant to the Policy or securities law.

However, a meeting of the AIM4 shareholders will be held to approve (among other matters) the Arrangement (the "AIM4 Meeting"). For more information about the AIM4 Meeting, please see the Company's management information circular dated November 19, 2020 (the "Circular") which is available on the Company's profile on SEDAR at www.sedar.com.

Closing & Trading

The closing of the Transaction is expected to take place on or around December 23, 2020 or such other date as the Company and TRC may agree, subject to a number of conditions, including satisfaction of the escrow release conditions of TRC's approximately $33 million private placement of subscription receipts, as well as other customary closing conditions for a transaction of a similar nature, including, but not limited to: (i) receipt of all necessary regulatory, corporate and third party approvals, (ii) confirmation of the representations and warranties of each party to the Arrangement Agreement, and (iii) delivery of customary closing documentation.

The trading of the Company's common shares will remain halted until the Company receives the Exchange's final acceptance of the Transaction. Following closing of the Transaction and upon receipt of the Exchange's final acceptance, the common shares of the company formed by the amalgamation of the Company, TRC and 2775554 Ontario Inc. (pursuant to the Arrangement) to be named "Think Research Corporation" are expected to be listed on Tier 1 of the Exchange on or around December 30, 2020 under the symbol "THNK".

About TRC

TRC was incorporated on March 7, 2014 under the Business Corporations Act (Ontario) (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.

TRC is represented by Blake, Cassels & Graydon LLP. Dentons Canada LLP acts as legal counsel to AIM4. The private placement of subscription receipts was brokered by a syndicate of underwriters led by Canaccord Genuity and Cormark Securities.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69187