Vox and Silver Stream Announce Closing of Qualifying Transaction , Release of Escrowed Funds, Conversion of Subscription Receipts into Common Shares and Warrants , Closing of Royalty Purchases and Settlement of Outstanding
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VOX AND SILVER STREAM ANNOUNCE CLOSING OF QUALIFYING TRANSACTION , RELEASE OF
ESCROWED FUNDS, CONVERSION OF SUBSCRIPTION RECEIPTS INTO COMMON SHARES AND
WARRANTS , CLOSING OF ROYALTY PURCHASES AND SETTLEMENT OF OUTSTANDING
CONVERTIBLE NOTES
TORONTO, ONTARIO – May 19, 2020 – Vox Royalty Corp. (formerly AIM3 Ventures Inc.) (TSXV: AIMC.P)
(“Vox” or the “Company”), and SilverStream SEZC (“ SilverStream”), are pleased to announce that, pursuant to
the business combination agreement dated February 26, 2020 (the “Business Combination Agreement ”), among
SilverStream, the Company and AIM3 Merger Sub Cayman Ltd. (“ AIM3 SubCo”), the Company has closed the
reverse take-over transaction between Vox and SilverStream, as described in the Company’s press releases dated
March 2, 2020, April 28, 2020, May 7, 2020, and May 13, 2020 (the “Qualifying Transaction”).
Additionally, the Company and SilverStream are pleased to annou nce that the 4,579,361 s ubscription receipts of
SilverStream (“Subscription Receipts”) issued pursuant to the previously announced brokered private placement
completed on May 7, 2020 (the “Private Placement”) have been automatically converted, without any further action
on the part of the holders, into 4,579,361 ordinary shares of S ilverStream and 2,289,667 ordinary share purchase
warrants of SilverStream as a result of the satisfaction of the escrow release conditions. The gross proceeds of the
Private Placement (less the expenses and 50% of the cash commis sion payable to the syndicate of agents who acted
as agents in connection with the Private Placement) were deposited with and held in escrow by TSX Trust Company
as subscription receipt agent pending satisfaction of the escrow release conditions. The funds being held in escrow by
TSX Trust Company have also been released in accordance with th e subscription receipt ag reement entered into in
connection with the Private Placement, with the remaining 50% o f the cash commission payable to the agents being
released to the agents and the balance of the funds in the amou nt of $13,436,504 being released to SilverStream,
representing the net proceeds of the Private Placement. The Private Placement was completed in connection with the
Qualifying Transaction.
Moreover, the Company and SilverStream are pleased to announce that, pursuant to certain royalty purchase and sale
agreements, SilverStream has closed the acquisition of certain royalties (the “Royalties”) from each of the Royalties’
respective owners (the “ Sellers”). As part of the consideration paid for SilverStream’s purcha se of the Royalties,
SilverStream has issued to the S ellers an aggregate of 2,264,79 1 ordinary shares of SilverStream. SilverStream has
also completed the settlement of certain of its outstanding convertible notes (the “Notes”) through the issuance of an
aggregate of 400,859 ordinary shares of SilverStream.
In connection with the completion of the Qualifying Transaction:
SilverStream has completed its merger with AIM3 SubCo pursuant to the Companies Law (2020 Revision)
of the Cayman Islands, representing the three-cornered amalgama tion comprising part of the Qualifying
Transaction;
the Company has changed its name from AIM3 Ventures Inc. to Vox Royalty Corp. and the Company’s stock
symbol will be changed to “VOX”;
all of the ordinary shares and ordinary share purchase warrants of SilverStream, including the ordinary shares
and ordinary share purchase warrants issued on conversion of the Subscription Receipts, the ordinary shares
issued in consideration for the purchase of the Royalties and t he ordinary shares issued in settlement and
satisfaction of the Notes, have been exchanged for common shares and common share purchase warrants of
the Company; and
MNP LLP, will resign from its role as auditor of the Company an d the auditor of SilverStream, McGovern
Hurley LLP, will be appointed the auditor of the Company. In the opinion of the Company, no “reportable
event” (as such term is defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI
51-102”)) has occurred. The Company is relying on section 4.11(3)(a) of NI 51-102 for an exemption
from the change of auditor requirements within section 4.11 of NI 51-102.
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About Vox
Vox was incorporated under the Business Corporations Act (Ontario) on February 20, 2018 and was a Capital Pool
Company (as defined in the Policy 2.4 of the TSX Venture Exchan ge’s (the “ TSXV”) Corporate Finance Manual)
listed on the TSXV. On May 13, 2020 in connection with the Qual ifying Transaction, Vox changed its name from
“AIM3 Ventures Inc.” to “Vox Royalty Corp.”.
Vox, by way of its wholly owned subsidiary, SilverStream, is a growth and precious metals focused mining royalty
and streaming company. SilverStr eam holds a portfolio of 36 roy alties and streaming assets and 1 royalty option.
SilverStream’s interests span seven jurisdictions, including Australia, Canada, Peru, Brazil, Mexico, the United States
and Madagascar. SilverStream has royalties on producing mines i n addition to royalties over several long-life,
development-stage assets. Recognizing the upside potential of e xploration success, SilverStream also acquires and
holds a portfolio of royalties over exploration-stage assets. S ilverStream has been the fastest growing royalty &
streaming acquisition company since January-2019, announcing 11 separate royalty transactions.
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
n e w s r e l e a s e . A n y s t a t e m e n t t h a t discusses predictions, expecta tions, 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. Although the Company believes t hat the expectations reflected in the 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: delay or failure to re ceive board or regulatory approvals; delay or failure to
complete the corporate steps required for closing and general b usiness, 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 disc laims any intention and assumes no obligation to
update or revise any forward-looking information to reflect act ual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
This news release does not constitute an offer to sell or a sol icitation 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. Secu rities Act and applicable state securities laws or an
exemption from such registration is available.
All information provided in this press release relating to Silv erStream has been provided by management of
SilverStream 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 assur ance that the Qualifying Trans action will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Compan y’s management information circular dated February
26, 2020 or the filing statement dated May 12, 2020, any inform ation 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.
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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:
Kyle Floyd
SilverStream SEZC, Chief Executive Officer