Vox and SilverStream 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
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESTORONTO, May 19, 2020 (GLOBE NEWSWIRE) — 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 announce that the 4,579,361 subscription 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 SilverStream 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 commission 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 the subscription receipt agreement entered into in connection with the Private Placement, with the remaining 50% of the cash commission payable to the agents being released to the agents and the balance of the funds in the amount 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 purchase of the Royalties, SilverStream has issued to the Sellers an aggregate of 2,264,791 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 amalgamation 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 the 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 and 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.About VoxVox 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 Exchange’s (the “TSXV”) Corporate Finance Manual) listed on the TSXV. On May 13, 2020 in connection with the Qualifying 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. SilverStream holds a portfolio of 36 royalties 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 in addition to royalties over several long-life, development-stage assets. Recognizing the upside potential of exploration success, SilverStream also acquires and holds a portfolio of royalties over exploration-stage assets. SilverStream has been the fastest growing royalty & streaming acquisition company since January-2019, announcing 11 separate royalty transactions.Cautionary Note Regarding Forward Looking InformationThis 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 expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, 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 that 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 receive board or regulatory approvals; delay or failure to complete the corporate steps required for closing 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, changes in factors affecting such forward-looking information or otherwise.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.All information provided in this press release relating to SilverStream 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 assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Company’s management information circular dated February 26, 2020 or the filing statement dated May 12, 2020, 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 merits 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