27 May 2019 | CAPE TOWN, SA | News provided by: AIM3 Ventures Inc
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, May 16, 2019 (GLOBE NEWSWIRE) -- AIM3 Ventures Inc. (TSXV:AIMC.P) ("AIM3") and Southern Sun Pharma Inc., (“Southern Sun” or the “Company”), a leading Africa-focused cannabis company, are pleased to announce that Southern Sun has closed a non-brokered private placement offering for gross proceeds of CAD$6.35 million (ZAR 68 million) consisting of 4,231,255 common shares in the capital of the Company at a price of $1.50 per Share (the “Offering”).
Proceeds of the Offering will be used to commence development of the Company’s multiple licenses in the Africa region as well as to expand its retail offering of proprietary hemp derived CBD products, including the rollout of third party brands such as Cura Select.
“We would like to thank our shareholders and partners for their continued support as we execute on being the leading vertically integrated Cannabis business in Africa,” said Southern Sun CEO Warren Schewitz.
Update on Qualifying Transaction
AIM3 and Southern Sun have entered into a supplement (the “Supplement”) to the previously announced letter of intent dated January 21, 2019 (the “LOI”) pursuant to which AIM3 will acquire all of the issued and outstanding shares of Southern Sun (the “Proposed Transaction”). The Supplement: (a) extends the period of time for the parties to enter into a definitive agreement with respect to the Proposed Transaction until July 15, 2019; and (b) confirms that as a condition to closing the Proposed Transaction AIM3 shall consolidate its share capital on the basis of 9.3971 pre-consolidation AIM3 shares for every 1 post-consolidation AIM3 share.
The Proposed Transaction, if completed, will constitute AIM3’s Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV”)). For more information on the Proposed Transaction, please see the news release dated January 21, 2019 announcing the LOI available on AIM3’s SEDAR page.
AIM3 was incorporated under the Business Corporations Act (Ontario) and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. AIM3 has no commercial operations and no assets other than cash.
Southern Sun is a Canadian registered company with an exclusive focus on cannabis in Africa. Led by a team of executives with a proven track record of execution and shareholder value creation on the African continent, the Company aims to differentiate itself through best in class cultivation, processing, distribution, brand and retail. The Company has a portfolio of licences and licence-applications in South Africa, Lesotho, Malawi and Zimbabwe. In addition, the Company is establishing a retail footprint and uniquely African brand and product line both with their own stores as well as established partnerships with major retailers and beverage distributors focused on the significant sub-Saharan African consumer demographic.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIM3 and Southern Sun with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary board, shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the timing for completing the Proposed Transaction, if at all; (iii) whether and on what basis the AIM3 Shares will be consolidated and if the Consolidation will be approved by shareholders and the timing associated therewith; (iv) the necessity of the Continuation and if determined necessary, the timing associated therewith; (v) the timing associated with entering into the Definitive Agreement and the terms and conditions therein; (vi) the financings including the size and timing associated with completing such financings; (vii) the preparation and delivery to shareholders of a joint management information circular, the timing associated with its preparation and delivery to shareholders and the convening of the necessary shareholder meetings; (viii) the business plans and expectations of the Company including, in Lesotho, the expected timing for closing the share purchase transaction; (ix) trading in AIM3 Shares and when such trading will resume, if at all; (x) the issuance of and timing associated with issuing a further comprehensive news release or news releases; and (xi) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect AIM3 and Southern Sun's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although AIM3 and the Company believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in the perception and demand for cannabis in both local and export markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; costs of building and developing projects and product opportunities; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of AIM3 and the Company and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although AIM3 and the Company have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. AIM3 and the Company do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the joint management information circular of AIM3 and Southern Sun to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AIM3 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For further information: please contact:
AIM3 Ventures Inc.
Chief Executive Officer
Southern Sun Pharma Inc.
Phone: (+27) 82 040 7274