U.S. Markets closed
  • S&P 500

    3,635.41
    +57.82 (+1.62%)
     
  • Dow 30

    30,046.24
    +454.97 (+1.54%)
     
  • Nasdaq

    12,036.79
    +156.15 (+1.31%)
     
  • Russell 2000

    1,853.53
    +35.23 (+1.94%)
     
  • Crude Oil

    44.82
    -0.09 (-0.20%)
     
  • Gold

    1,805.40
    +0.80 (+0.04%)
     
  • Silver

    23.26
    -0.04 (-0.17%)
     
  • EUR/USD

    1.1901
    +0.0004 (+0.0357%)
     
  • 10-Yr Bond

    0.8820
    +0.0250 (+2.92%)
     
  • Vix

    21.64
    -1.02 (-4.50%)
     
  • GBP/USD

    1.3359
    +0.0001 (+0.0053%)
     
  • USD/JPY

    104.4750
    -0.0050 (-0.0048%)
     
  • BTC-USD

    19,118.59
    -1.72 (-0.01%)
     
  • CMC Crypto 200

    380.32
    +10.57 (+2.86%)
     
  • FTSE 100

    6,432.17
    +98.33 (+1.55%)
     
  • Nikkei 225

    26,667.19
    +501.60 (+1.92%)
     

AIM4 Ventures Inc. Enters into Definitive Agreement for Qualifying Transaction with Think Research

Newsfile Corp.
·30 min read

Toronto, Ontario--(Newsfile Corp. - November 12, 2020) -  AIM4 Ventures Inc. (TSXV: AIMD.P) (the "Company" or "AIM4") is pleased to announce that it has entered into a definitive arrangement agreement dated November 12, 2020 (the "Arrangement Agreement") with TRC Management Holdings Corp. ("TRC"), the parent company of Think Research Corporation, in respect of the previously announced "Qualifying Transaction" of the Company as such term is defined in Policy 2.4 - "Capital Pool Companies" (the "Policy") of the TSX Venture Exchange ("TSXV" or the "Exchange") Corporate Finance Manual (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) ("OBCA"). Following the Arrangement, the securityholders of TRC will own the substantial majority of the shares of the combined entity (the "Resulting Issuer") and the Resulting Issuer will continue the business of TRC, change its name to Think Research Corporation and trade on the Exchange.

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 Arrangement 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.

The Arrangement

Pursuant to the Arrangement, among other things, the following events or transactions will occur:

  • the AIM4 Shares will be consolidated on the basis of up to 24.76125 pre-consolidation AIM4 Shares for every post-consolidation AIM4 Share (the "Consolidation");

  • the terms of the outstanding stock options of AIM4 (the "AIM4 Options") shall be adjusted, in accordance with their terms and the terms of AIM4's stock option plan, with respect to the exercise price and the number of AIM4 Shares issuable upon the proper exercise of such AIM4 Options to account for the Consolidation;

  • the terms of the outstanding warrants to purchase AIM4 Shares (the "AIM4 Warrants") shall be adjusted, in accordance with their terms, with respect to the exercise price and the number of AIM4 Shares issuable upon the proper exercise of such AIM4 Warrants to account for the Consolidation;

  • each holder (each, a "TRC Shareholder") of common shares of TRC (the "TRC Common Shares") (other than dissenting TRC Shareholders) will be entitled to receive one common share of the Resulting Issuer (the "Resulting Issuer Shares") for each TRC Common Share held by such TRC Shareholder immediately prior to the Effective Time (as defined in the Arrangement Agreement);

  • each holder of AIM4 Shares (each, a "AIM4 Shareholder") (other than dissenting AIM4 Shareholders) will be entitled to receive one Resulting Issuer Share for each post-Consolidation AIM4 Share held immediately prior to the Effective Time;

  • each outstanding stock option to purchase TRC Common Shares (the "TRC Options") shall be exchanged for an option (the "Replacement Options") to purchase from the Resulting Issuer the number of Resulting Issuer Shares (rounded down to the nearest whole number) equal to the number of TRC Common Shares subject to such TRC Option immediately prior to the Effective Time, at an exercise price per Resulting Issuer Share (rounded up to the nearest whole cent) equal to the exercise price per TRC Common Share otherwise purchasable pursuant to such TRC Option immediately prior to the Effective Time;

  • each holder of warrants to purchase TRC Common Shares (the "TRC Warrants") shall be entitled to receive (and such holder shall accept) upon the exercise of such holder's TRC Warrant, in lieu of TRC Common Shares to which such holder was theretofore entitled upon such exercise, and for the same aggregate consideration payable therefor, the number of Resulting Issuer Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of TRC Common Shares to which such holder would have been entitled if such holder had exercised such holder's TRC Warrants immediately prior to the Effective Time;

  • each holder of AIM4 Options shall be entitled to receive (and such holder shall accept) upon the exercise of such holder's AIM4 Option, in lieu of AIM4 Shares to which such holder was theretofore entitled upon such exercise, and for the same aggregate consideration payable therefor, the number of Resulting Issuer Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of AIM4 Shares to which such holder would have been entitled if such holder had exercised such holder's AIM4 Options immediately prior to the Effective Time; and

  • each holder of AIM4 Warrants shall be entitled to receive (and such holder shall accept) upon the exercise of such holder's AIM4 Warrant, in lieu of AIM4 Shares to which such holder was theretofore entitled upon such exercise, and for the same aggregate consideration payable therefor, the number of Resulting Issuer Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of AIM4 Shares to which such holder would have been entitled if such holder had exercised such holder's AIM4 Warrants immediately prior to the Effective Time.

The Arrangement Agreement

The Arrangement is being effected pursuant to the Arrangement Agreement. The Arrangement Agreement contains customary covenants, representations and warranties of and from each of AIM4 and TRC.

The obligations of AIM4 and TRC to consummate the transactions contemplated by the Arrangement Agreement, and in particular the Arrangement, are subject to various conditions precedent, both mutual and with respect to each party including, but not limited to:

  • compliance with the Arrangement Agreement;

  • receipt of requisite shareholder and court approvals;

  • receipt of all requisite regulatory and board approvals, including, without limitation, the TSXV;

  • TRC shall have completed the Concurrent Financing (as defined below) and the HCP Acquisition (as defined below);

  • redemption by TRC of 5,511,081 outstanding Class A preferred shares for $1 per share; and

  • no material adverse change in respect of TRC or AIM4 shall have occurred.

The Arrangement Agreement will be posted on the Company's profile on SEDAR at www.sedar.com.

Shareholder Meeting

The Arrangement 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 TSXV. 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 the Arrangement and various corporate matters connected to the Transaction (the "AIM4 Meeting"). A management information circular of AIM4 (the "Circular") will be mailed to AIM4 Shareholders in connection with the AIM4 Meeting and posted on the Company's profile on SEDAR at www.sedar.com.

A meeting of the TRC Shareholders will be held to approve the Arrangement and various corporate matters connected to the Transaction.

Management and Insiders of the Resulting Issuer

Upon completion of the Arrangement it is anticipated that the current directors and officers of the Company will resign and that the management team of the Resulting Issuer following the completion of the Qualifying Transaction will be comprised of Sachin Aggarwal (Chief Executive Officer), Alex Dvorkin (Interim Chief Financial Officer and Vice President, Finance), Saurabh Mukhi (Chief Technology Officer), Joanna Carroll (Chief Administrative Officer) and Dr. Parminder Singh (Managing Director, Clinical Services). It is anticipated that following the completion of the Arrangement, the Resulting Issuer's board of directors will consist of seven directors, namely Cindy Gray, Barry Reiter, Richard Wells, Kirstine Stewart, Sam Ifergan, Abe Schwartz and Sachin Aggarwal.

The relevant experience of the proposed officers and directors of the Resulting Issuer is set out below.

Sachin Aggarwal - proposed Director and Chief Executive Officer

Sachin Aggarwal has served as the Chief Executive Officer of TRC since 2010. Under his leadership, TRC has become a leading provider of evidence-based clinical decision support tools with a focused mission: to organize the world's health knowledge so everyone receives the best care. TRC is now a leader in the global health data economy, allowing TRC to standardize care at scale, aggregate knowledge across health systems and improve the quality of care for patients. Prior to his role at TRC he served as the Deputy Chief of Staff for the Office of the Leader of the Opposition. Previous to that, he was an associate with a leading Canadian law firm. A recipient of Canada's Top 40 Under 40 Award in 2017, Sachin also sits on the Board of the Council of Canadian Innovators. He is currently a Senior Fellow in Public Policy at the Munk School of Global Affairs and Public Policy and has served as an advisor to numerous start-up and scale-up companies in the innovation sector. He was called to the Bar in Ontario and New York and holds an MBA from the Rotman School of Management.

Abe Schwartz, proposed Director

Abe Schwartz is the president of Schwartz Technologies Corporation which since 1986, has actively developed and funded emerging companies engaged in healthcare and information technologies. Abe has 45 years experience with research and development, new product launches, technology licensing, international distribution agreements, company turnarounds, venture capital financing, and negotiating mergers and acquisitions. Abe's first start-up was Polaris Technology Corporation, a computer software firm founded in 1975 and sold in 1982 to Crown Life Insurance Company. Abe was president of The Workflow Automation Corporation which was sold in 2000 to Silicon Valley-based BEA Systems Inc. which was subsequently acquired by Oracle Corporation. In 2002, Abe became CEO of Cedara Software Inc., a medical imaging technology company. Under Abe's leadership, Cedara's stock, listed on NASDAQ and the Toronto Stock Exchange, went from $0.30 to $30 in three years. It amalgamated with Merge Healthcare in 2005. Abe has served as an advisor and board member of numerous public and private companies currently including: TRC, Covalon Technologies Inc., RedHill Biopharma Ltd., Datex Inc. and Pentavere Research Group Inc. Abe has served on the Board of Governors of Brock University and has been involved with numerous philanthropic initiatives.

Barry Reiter - proposed Director

Barry J. Reiter is Chair of Bennett Jones LLP's Technology, Media & Entertainment (TME) Group and Chair of the firm's Corporate Governance & Director Protection Group. His practice focuses on corporate finance, development and governance. Barry represents start-up, growth and mature companies, private equity and other financing sources. He works with clients on strategies for corporate growth, employment and compensation matters, distribution and other commercial arrangements, strategic alliances, partnerships and joint ventures, licensing, domestic and international corporate structuring, private and public financings, stock exchange listings, mergers and acquisitions, restructurings and the protection of intellectual property rights. He is an experienced director and has chaired boards and a variety of standing and special board committees. Current board roles include: Baylin Wireless Technologies and StarTech.com Ltd. (Advisory Board). Barry's prior board experience includes Alliance Atlantis Communications Inc. (Chair, Corporate Governance Committee), MOSAID Technologies Incorporated (Chair, Corporate Governance Committee), 724 Solutions Inc. (Chair, Corporate Governance Committee), Syncapse Corp., Craig Wireless Systems Ltd., Telepanel Systems Inc. (Chair, Corporate Governance Committee), Battery Technologies Inc. (Chair of the Board) and Algorithmics Incorporated (Chair of the Board). Formerly a law professor at the Faculty of Law, University of Toronto (1974-1982), Barry has written books and articles on corporate governance, joint ventures, contracts, real estate and the legal process. His most recent book, Directors' Duties in Canada, 6th Edition, was published by LexisNexis in April of 2016 (7th edition to be published early in 2021).

Cindy Gray - proposed Director

Cindy Gray, MBA, is the Managing Director, CEO and the founder of 5 Quarters Investor Relations, Inc. ("5Q"), an independent investor relations consulting firm operating out of Calgary, Alberta since 2013. 5Q provides strategic counsel on financial communications, continuous disclosure compliance and proactive corporate outreach programs for public and private companies. Cindy is a financial communications practitioner with 20+ years of experience in investor relations and capital markets. Cindy has held senior and executive positions at a number of public companies and led the global business development group for one of the Toronto Stock Exchange ("TSX") and TSXV sector practices. She has been involved in the design and execution of tactical and strategic communications programs across multiple industries, including technology, natural resources, real estate, financial services and biotechnology, for North American and Australian-listed issuers. Cindy holds an MBA from the University of Calgary's Haskayne School of Business and recently concluded two terms on the Board of Directors of Discovery House, a Calgary-based non-profit organization that offers integrated residential and community services for women and children fleeing domestic violence.

Kirstine Stewart - proposed Director

Kirstine is the author of a bestselling leadership book published by Random House "Our Turn". Kirstine Stewart is also the Head of Shaping the Future of Media and a Member of the Executive Committee at the World Economic Forum where she leads a team working with the CEOs, Chairs and other C-suite executives from more than 30 major global media companies including Google, Facebook, Tencent, NBCU, Bytedance and more. The team works with these media leaders to keep the industry on the leading edge in a disrupted marketplace. Kirstine first worked at the intersection of tech and media when she led the Media and Content Teams as VP North America for Twitter, transitioning after she built the fastest-growing Twitter ad sales office in the world, located in Canada. As VP Media in New York, Kirstine led teams driving content creation and business partnerships in News and Government, Entertainment, Music and Sports. Before moving to Twitter, Kirstine was the Head of Canada's national broadcaster, the CBC. She is credited with reviving the public broadcaster by introducing such hit shows as Dragons' Den, Murdoch Mysteries, Heartland and more, expanding CBC's reach across TV and Radio and taking CBC through a major digital transformation marked by the 2014 Olympics. Over her career Kirstine held a series of executive positions in Canada and the US including leading Canada's HGTV and Food Network and managing and programming 37 international channels for Hallmark with offices in Denver, Hong Kong, New York and LA. Prior to her work at the World Economic Forum, Kirstine held C-suite positions at two successful tech startups, the most recent being digital transformation company TribalScale working with John Hancock and Emirates among other international Fortune 1000 companies. She has served on a number of public, private and nonprofit boards and advisories including TheScore, WOW (Creators of Castlevania), PSP Investments and Ryerson University's DMZ.

Richard Wells - proposed Director

Richard J. Wells has served as the Chief Financial Officer of Waterton Global Resource Management, Inc. ("Waterton") a $2 billion private equity firm focused on the precious metals sector for the past ten years. Richard is responsible for all financial aspects of Waterton's corporate office and operating subsidiaries including accounting, reporting, taxation, investor relations and administrative matters. At Waterton he provides financial oversight as a board member for various operating companies, and has previously served as the audit committee chair for public mining companies listed on the TSXV. Prior to co-founding Waterton, Richard was the Chief Financial Officer of a global family office which conducted investments across a variety of sectors, including real estate, healthcare and technology. Earlier in his career he was a Manager of Financial Reporting at a Canadian automotive company, Magna International, Inc. He was awarded the Canadian Chartered Accountant designation (Ontario Honour Roll) in 2002 while employed in the audit practice of PricewaterhouseCoopers and holds a Bachelor of Commerce (Honours) from McMaster University where he was awarded the gold medal for outstanding academic performance.

Sam Ifergan - proposed Director

Sam Ifergan founded iGan Partners ("iGan"), Canada's largest and most active MedTech VC investor. iGan started as a personal investment vehicle in 2012 and subsequently started its first fund in 2015. Collectively iGan has supported the creation of over 20 successful medical device, digital health and tech companies in Canada. Sam has over 20 years of entrepreneurial, technology and venture capital experience and is actively involved in evaluating, structuring and executing iGan's investments. He works very closely with portfolio companies to help them get through regulatory hurdles and then to scale. He has a passion for developing new technologies especially in healthcare where they have a global impact. Prior to founding iGan, Sam co-founded Visualsonics along with Dr Stuart Foster. Visualsonics grew to become the largest imaging modality for mice and became an indispensable tool in pre-clinical mice models. Visualsonics was supporting healthcare research worldwide when it was sold to Sonosite who was subsequently purchased by Fuji Medical. Revenues had grown from zero to over $30 Million per year. Visualsonics continues to operate and support healthcare research worldwide and has also commercialized technology for clinical use. Prior to Visualsonics, Sam founded Brighter Minds Media, a digital media company for children. Brighter Minds developed interactive learning materials for young children. Its products were sold in over thirty countries and translated into over 12 languages. While Sam was a Director, Brighter Minds Media went public on the TSX at a 10 X pre-IPO valuation. Prior to Visualsonics, Sam founded Tri-Link Technologies. Tri-Link built and brought to market one of the world's first IP-PBX products, essentially making the phone network part of the computer network. This leading-edge technology is now being used on phone networks worldwide. Tri-Link was sold to Teltronics, a US publicly traded telecom company for cash and equity. Sam holds a Bachelor of Electrical Engineering from McGill University and an MBA from the John Molson School of Business. He lives in Toronto with his wife and three boys.

Saurabh Mukhi - proposed Chief Technology Officer

Saurabh is the Chief Technology Officer at TRC and oversees three divisions: Product Management, Engineering and IT Operations. In his role as CTO, Saurabh is accountable for the product strategy, its engineering development, ongoing technical operations as well as the privacy & security of all IT solutions. Saurabh works closely with a cross-functional team of product strategists and technologists in building innovative solutions that bring clinical knowledge and evidence to the point of care. As CTO, Saurabh has adopted agile principles in the field of health care information technology to create and deploy scalable and secure solutions that are trusted by patients, providers and health system administrators. His efforts have been central to the development of the TRC suite of solutions which are now deployed in over five continents and connects clinicians and patients at every stage of the patient journey. Prior to joining TRC, Saurabh worked as a Management Consultant at KPMG, and he founded his own healthcare technology company, which was acquired by TRC in 2013. Saurabh has an MBA from the Rotman School of Management, and a Bachelor of Mathematics from the University of Waterloo.

Joanna Carroll - proposed Chief Administrative Officer

Joanna is TRC's Chief Administrative Officer. Joanna has been with TRC for eight years and has been instrumental in overseeing hiring during TRC's rapid expansion as it has grown from a small start-up to a team of over 160 staff. Additionally, Joanna oversees large-scale, strategic programs, and serves as a legal advisor to the Executive Team. Prior to joining TRC, Joanna practiced law as an employment and commercial litigator at two Bay Street law firms before starting her own firm which focused on advising and acting on behalf of hospitals and not-for-profit healthcare agencies. Joanna has over 15 years' experience practicing law as an employment lawyer and commercial litigator. She holds an undergraduate degree from the University of King's College at Dalhousie University and a law degree from the University of Calgary.

Alex Dvorkin - proposed interim Chief Financial Officer and Vice President, Finance

Alex is the Interim CFO & Vice President, Finance at TRC. His major responsibilities encompass all strategic and tactical matters in relation to budget, cost benefit analysis, financial and management reporting, and financial planning & analysis. Alex offers insightful operational and programmatic support to this rapidly growing organization, and is a key player in helping TRC grow and reach new milestones. Along with his designation as CPA, Alex brings more than 10 years of experience in finance and accounting in both the professional services firm and industry settings. Alex received his Bachelor's in Business Administration from Ivey Business School at the University of Western Ontario.

Dr. Parminder Singh - proposed Managing Director, Clinical Services

Dr. Singh is the Managing Director Clinical Services at TRC. Dr. Singh is responsible for providing leadership and strategy for the clinics division of TRC's existing products and services as well as growth plans. He consults and provides support and direction to the Clinical Research and Development team in helping to innovate and develop sector-specific solutions and build efficiency for partners while improving the care experience. Dr. Singh's major responsibilities also include strategy and oversight related to the HealthCare Plus primary care clinics. Dr. Singh has a doctor of medicine degree from Windsor University School of Medicine along with degrees from the University of Toronto and certification from Harvard University School of Medicine. Dr. Singh is an experienced executive with a demonstrated history of working in the hospital & health care industry. Dr. Singh was also the founding voice providing live play-by-play commentary for Hockey Night in Canada Punjabi Edition and for the National Basketball Association in Punjabi.

HCP Acquisition

TRC and the shareholders of 2775554 Ontario Inc. ("HCP") have entered into a share purchase agreement dated October 18, 2020, providing for the acquisition by TRC of all of the issued and outstanding shares of HCP (the "HCP Acquisition").

Pursuant to the HCP Acquisition, and prior to the Arrangement, TRC will acquire all of the issued and outstanding shares of HCP from the holders thereof in exchange for (a) the issuance to such holders of 2,532,222 TRC Common Shares and (b) cash payments to certain electing shareholders of HCP in the amounts of $1,850,000, payable on closing of the HCP Acquisition, and $1,000,000, payable six months following closing of the HCP Acquisition. Under the terms of the HCP Acquisition, prior to the acquisition of HCP by TRC, HCP will acquire: (1) 100% of the shares of 2538606 Ontario Inc.; 100% of the shares of 2538393 Ontario Inc.; 100% of the shares of 2448430 Ontario Inc; 49% of the shares of 11419501 Canada Inc. (a licensed pharmacy); 100% of the shares of Complete Immigration Medical Centre Corp.; and 100% of the shares of Ariontech Inc.

Concurrent Financing

TRC engaged Canaccord Genuity Corp. and Cormark Securities Inc., to act as co-lead bookrunners and co-lead agents, together with National Bank Financial Inc., Echelon Wealth Partners Inc. and Beacon Securities Limited (collectively, the "Agents"), to complete a private placement of subscription receipts of TRC (the "Subscription Receipts") on a "best effort" agency basis at a price of $4.65 (the "Issue Price") per Subscription Receipt (the "Concurrent Financing"). Pursuant to the Concurrent Financing, TRC intends to issue Subscription Receipts at the Issue Price for gross proceeds of approximately $30,000,000. Upon satisfaction of certain conditions and prior to the HCP Acquisition and Transaction, each Subscription Receipt will be automatically exchanged without any further consideration or action by the holder thereof for one TRC Common Share. Pursuant to an option granted by TRC, by November 27, 2020, the Agents may determine to increase the size of the Concurrent Financing by 15% by selling additional Subscription Receipts at the Issue Price, bringing the aggregate gross proceeds up to approximately $34,500,000.

In connection with the Concurrent Financing, TRC agreed to pay a cash fee to the Agents equal to the sum of 6% of the gross proceeds raised from the sale of the Subscription Receipts pursuant to the Concurrent Financing to investors.

A portion of the proceeds of the Concurrent Financing will be used: to redeem all outstanding TRC Class A Preferred Shares; for the repayment of indebtedness; for corporate and administrative expenses; as cash consideration for the HCP Acquisition and for working capital.

Significant Financial Information of TRC

The following table sets out selected financial information of TRC for the periods indicated below:

 

Year ended September 30, 2018
(in thousands)1


Year ended September 30, 2019
(in thousands)1


Nine months ended June 30, 2020
(in thousands)2

 

 

 

 

Total Revenues

$

14,892

$

17,306

$

15,475

Income from continuing operations

($12,826)


($11,842)


($8,298)

Net Income (Loss)

($12,431)


($13,284)


($9,238)

Total assets

$

9,525

$

9,081

$

15,108

Total long term financial liabilities

$

5,712

$

5,463

$

6,725

Cash dividends declared

$

746

$

893

$

814

Cash and cash equivalents

$

5,049

$

1,808

$

1,629

Gross Profit

$

10,268

$

9,953

$

9,611

 

  • Selected financial information is derived from the financial statements of TRC. As of the date hereof, the financial statements are unaudited, however audited versions will be included in the Circular.

  • Selected financial information is derived from the unaudited interim financial statements of TRC.

The following table sets out selected financial information of the companies (or groups of companies) to be acquired by HCP prior to completion of the HCP Acquisition:

HealthCare Plus Group of Clinics

 

Year ended December 31, 20181


Year ended December 31, 20191


Six months ended June 30, 20202

 

 

 

 

Total Revenues

$

1,342,200

$

1,385,639

$

715,478

Income from continuing operations

$

137,630

$

230,987

$

303,495

Net Income (Loss)

($1,276)


$

135,410

$

239,026

Total assets

$

983,182

$

874,185

$

994,116

Total long term financial liabilities

$

468,836

$

456,495

$

332,771

Cash dividends declared

$

0

$

0

$

0

Cash and cash equivalents

$

217,537

$

0

$

5,251

Gross Profit

$

391,346

$

556,497

$

438,778

 

  • Selected financial information is derived from the financial statements of HealthCare Plus Group of Clinics. As of the date hereof, the financial statements are unaudited, however audited versions will be included in the Circular.

  • Selected financial information is derived from the unaudited interim financial statements of HealthCare Plus Group of Clinics.

Complete Immigration Medical Centre Corp.

 

Period from the date of incorporation to December 31, 20191


Six months ended June 30, 20202

 

 

 

Total Revenues

$

537,940

$

901,942

Income from continuing operations

$

223,124

$

449,489

Net Income (Loss)

$

141,136

$

372,167

Total assets

$

582,637

$

912,524

Total long term financial liabilities

$

89,418

$

114,128

Cash dividends declared

$

0

$

0

Cash and cash equivalents

$

122,006

$

238,848

Gross Profit

$

424,269

$

640,970

 

  • Selected financial information is derived from the financial statements of Complete Immigration Medical Centre Corp. As of the date hereof, the financial statements are unaudited, however audited versions will be included in the Circular.

  • Selected financial information is derived from the unaudited interim financial statements of Complete Immigration Medical Centre Corp.

11419501 Canada Inc.

 

Period from the date of incorporation to December 31, 20191


Six months ended June 30, 20202

 

 

 

Total Revenues

$

0

$

118,971

Income from continuing operations

$

0

$

(15,458)

Net Income (Loss)

$

(7,365)


$

(35,243)

Total assets

$

100

$

481,029

Total long term financial liabilities

$

0

$

356,024

Cash dividends declared

$

0

$

0

Cash and cash equivalents

$

100

$

1,656

Gross Profit

$

0

$

40,494

 

  • Selected financial information is derived from the financial statements of 11419501 Canada Inc. As of the date hereof, the financial statements are unaudited, however audited versions will be included in the Circular.

  • Selected financial information is derived from the unaudited interim financial statements of 11419501 Canada Inc.

Consolidated Capitalization

The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Arrangement:

Resulting Issuer Pro Forma Shareholdings

Resulting Issuer Shares

Resulting Issuer Shares held by existing AIM4 Shareholders:

430,107

Resulting Issuer Shares to be issued in exchange for TRC Common Shares and TRC Class B Preferred Shares:

25,774,631

Resulting Issuer Shares to be issued in exchange for TRC Common Shares issued in connection with the HCP Acquisition:

2,532,222

Resulting Issuer Shares to be exchanged for TRC Common Shares issued upon conversion of the Subscription Receipts:

6,451,6121

Total non-diluted share capital of the Resulting Issuer:

35,188,572

Resulting Issuer Shares Issuable to Holders of

Replacement Options:

615,900

TRC Warrants:

39,773

AIM4 Options:

43,010

AIM4 Warrants:

20,192

Total fully diluted capital of the Resulting Issuer:

35,907,447

 

  • This number assumes the Agents will not exercise their option to increase the size of the Concurrent Financing by 15% by selling additional Subscription Receipts at the Issue Price.

Additional Information

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption or waiver from the sponsorship requirement is available. A request has been made to the TSXV for a waiver of the sponsorship requirements of Policy 2.2 - "Sponsorship and Sponsorship Requirements" of the TSXV, but there is no assurance that such waiver will be granted.

Trading in the AIM4 Shares is presently halted. It is uncertain whether the AIM4 Shares will resume trading until the Transaction is completed and approved by the Exchange.

There are not any interests in the Transaction held by non-arm's length parties to AIM4. Except as disclosed herein there are no finder's fees or similar payable for the Transaction.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the Transaction, any information released or received with respect to the 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 merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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

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 Agents are represented by Osler, Hoskin & Harcourt LLP.

For further 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

This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Arrangement and associated transactions, including statements regarding the Arrangement, the AIM4 Meeting, the Circular, the Concurrent Financing (including the use of proceeds therefrom), consolidated capitalization of the Resulting Issuer and the HCP Acquisition. Forward-looking information consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Arrangement, the Arrangement Agreement, the Concurrent Financing, the AIM4 Meeting, the Circular and associated transactions, that the ultimate terms of the Arrangement, the Arrangement Agreement, the Concurrent Financing, the HCP Acquisition, the Circular and associated transactions may be amended or will differ from those that are currently are contemplated, and that the Arrangement, the Arrangement Agreement, the Concurrent Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, TRC, their securities, or their respective financial or operating results. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/68105