AIM3 and Vox Royalty Announce the Successful Closing of Vox Royalty’S C$13.75 Million Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
AIM3 AND VOX ROYALTY ANNOUNCE THE SUCCESSFUL CLOSING OF VOX ROYALTY’S
C$13.75 MILLION FINANCING
TORONTO, ONTARIO – May 7, 2020 – AIM3 Ventures Inc. (TSXV: AIMC.P) (“AIM3” or the “Company”)
and SilverStream SEZC ( dba Vox Royalty) (“Vox”) are pleased to announce the closing of the previously
announced brokered private placement of subscription receipts of Vox (“Subscription Receipts”) for aggregate gross
proceeds of approximately C$13.75 million (the “ Offering”). The Offering has been completed in connection with
the proposed reverse take-over transaction between Vox and the Company, as described in the Company’s press
releases dated March 2, 2020 and April 28, 2020 (the “Qualifying Transaction”).
The Offering was led by a syndicate of agents including Paradigm Capital Inc. (the “Lead Agent”), as lead agent, and
Canaccord Genuity Corp., PI Financial Corp. and Jett Capital Ad visors, LLC (collectively with the Lead Agent, the
“Agents”).
Vox Chief Executive Officer, Kyle Floyd, said:
“We are thrilled with the successful outcome of this Offering. Vox initially targeted to raise C$7 million – C$12
million as disclosed in March. However, investor interest exceeded expectations in a time of heightened market
volatility due to the pandemic. On behalf of the entire Vox team and our placement Agents we thank our new
shareholders for their interest and investment. We are also particularly grateful for the unwavering support of our
existing shareholders who have supported us as a private company since 2014. Proceeds from this financing will
enable us to build on our aggressive industry-leading royalty acquisition growth profile.”
In aggregate, 4,579,361 Subscription Receipts were issued under the Offering at a price of C$3.00 per Subscription
Receipt. Each Subscription Recei pt entitles the holder thereof to receive one ordinary share of Vox (“ Vox Share”)
and one half of one ordinary share purchase warrant of Vox (eac h such whole warrant, a “ Vox Warrant”), upon
satisfaction and/or waiver of certain escrow release conditions (the “ Escrow Release Conditions ”), in connection
with the closing of the Qualifying Transaction.
Each Vox Warrant will be exercisable to acquire one Vox Share a t a price of C$4.50 until the date that is 24 months
following the date of satisfaction and/or waiver of the Escrow Release Conditions. In connection with the closing of
the Qualifying Transaction, upon their issuance, the Vox Shares and the Vox Warrants underlying the Subscription
Receipts will be immediately and automatically exchanged for or dinary shares of the Company (“ Resulting Issuer
Shares”) and ordinary share purchase warrants of the Company (“Resulting Issuer Warrants”), respectively.
If, at any time following the closing of the Qualifying Transac tion the closing price of the Resulting Issuer Shares
exceeds C$4.00 (subject to adjustment) for 15 consecutive trading days, the Company will immediately purchase for
cancellation all the then outstanding Resulting Issuer Warrants which are issued in exchange for the Vox Warrants at
a fixed price of C$1.00 per Resulting Issuer Warrant (the “Call Option”).
The gross proceeds from the sale of the Subscription Receipts, less the Agents’ expenses and 50% of the Agents’
commission, are deposited with and held in escrow by TSX Trust Company in accordance with a subscription receipt
agreement dated May 7, 2020 among Vox, TSX Trust Company and the Lead Agent, and will be released to Vox upon
satisfaction and/or waiver of the Escrow Release Conditions, le ss the remaining 50% of the Agents’ commission
payable to the Agents out of such funds at such time. If the Escrow Release Conditions are satisfied and/or waived on
or before 5:00 p.m. (Toronto time) on September 4, 2020, the es crowed proceeds from the Offering will be released
as set out above. If the Escrow Release Conditions are not sati sfied and/or waived on or before 5:00 p.m. (Toronto
time) on September 4, 2020, or the Qualifying Transaction is terminated at an earlier time, the gross proceeds and pro
rata entitlement to interest earned on the escrowed proceeds will be paid to holders of the Subscription Receipts and
the Subscription Receipts will be cancelled. Any shortfall in t he amount to be returned to holders of Subscription
Receipts will be covered by Vox.
In connection with the Offering, Vox has agreed to pay to the Agents a cash commission representing 6% of the gross
proceeds of the Offering, excluding any proceeds from the sale of Subscription Receipts to subscribers on the
“president’s list”. The Agents also received compensation warra nts (“ Compensation Warrants ”) exercisable to
acquire such number of Vox Shares as is equal to 6% of the numb er of Subscription Receipts issued as part of the
Offering, excluding any Subscription Receipts issued to subscri bers on the president’s list. Each Compensation
Warrant will be exercisable to acquire one Vox Share at a price of C$3.00 for a period of 24 months following the
closing date of the Offering. In connection with the closing of the Qualifying Transaction, the Compensation Warrants
will be exchanged for ordinary share purchase warrants of the Company.
About Vox
Vox is a growth focused mining royalty and streaming company th at 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 37 royalties
and streaming assets, including 9 royalties and streams and 1 r oyalty option and it has entered into binding letters of
intent and agreements to acquire an additional 27 royalties. Vo x’s interests span seven jurisdictions, including
Australia, Canada, Peru, Brazil, Mexico, the United States and Madagascar. Vox has royalties and agreements to
acquire royalties on producing mines in addition to royalties o ver several long-life, development-stage assets.
Recognizing the upside potentia l of exploration success, Vox al so acquires and holds a portfolio of royalties over
exploration-stage assets. Vox has been the fastest growing roya lty & streaming acquisition company since January-
2019, announcing 11 separate royalty transactions.
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 TSX Venture Exchange (the “ TSXV”) Corporate Finance Manual) 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 expectat ions, estimates and projections as at the date of this
press release. Any statement tha t discusses predictions, expect ations, 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 con tained in this press release includes, without
limitation, statements regarding: the terms, conditions (including the satisfaction and/or waiver of the Escrow Release
Conditions), and completion of the Qualifying Transaction; the ability of the Company to purchase the Resulting
Issuer Warrants which are issued in exchange for the Vox Warran ts if the Call Option is triggered. In disclosing the
forward-looking information contained in this press release, th e Company has made certain assumptions, including
that: all Escrow Release Conditions will be satisfied and/or wa ived; and all applicable shareholder and regulatory
approvals for the Qualifying Transaction and the Offering will be received. Although the Company believes that the
expectations reflected in such f orward-looking information are reasonable, it can give no assurance that the
expectations of any forward-looking information will prove to b e 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 inclu de, but are not limited to: availability of financing;
delay or failure to receive board, shareholder or regulatory ap provals; 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, chan ges 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 press release
does not constitute an offer to sell or a solicitation of an of fer to buy any of the securities in the United States. The
securities have not been and will not be registered under the U nited 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 manage ment information circular dated February 26, 2020 or
the 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 mer its of the proposed Qualifying Transaction and
has neither approved nor disapproved the contents of this press release.
For further information contact:
Zachary Goldenberg
AIM3 Ventures Inc., Chief Executive Officer
647-987-5083
Kyle Floyd
SilverStream SEZC, Chief Executive Officer