AIM5 And Fortress Gold Announce Private Placement Offering of Subscription Receipts by Fortress Gold
February 05, 2025 6:05 PM EST | Source: AIM5 Ventures Inc.
Toronto, Ontario--(Newsfile Corp. - February 5, 2025) - Further to the press release dated November 14, 2024, Fortress Gold Ltd. ("Fortress Gold" or the "Company") is pleased to announce that, in connection with its previously announced proposed business combination with AIM5 Ventures Inc. (TSXV: AIME.P) ("AIM5"), which will constitute a reverse takeover (the "Proposed Transaction"), it intends to conduct a brokered financing (the "Offering") for aggregate gross proceeds of up to $4,950,000. The Offering will be led by Red Cloud Securities Inc. acting as sole bookrunner ("Red Cloud" or the "Lead Agent"), who may appoint a syndicate of agents (the "Agents").
The Proposed Transaction, as outlined in the letter of intent dated November 13, 2024, between Fortress Gold and AIM5, will result in the combined entity (the "Resulting Issuer") continuing the business of Fortress Gold, with its common shares listed on the TSX Venture Exchange (the "TSXV" or "Exchange"). The Proposed Transaction is intended to constitute AIM5's "Qualifying Transaction" in accordance with TSXV policies as such term is defined under Policy 2.4 - Capital Pool Companies of the Exchange.
Details of the Offering
The Offering will consist of up to 16,500,000 subscription receipts of Fortress Gold (the "Subscription Receipts") at a price of $0.30 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of up to $4,950,000. The Agents have been granted an option, exercisable up to 48 hours prior to closing, to sell up to an additional 1,650,000 Subscription Receipts for additional gross proceeds of up to $495,000.
Upon the satisfaction of certain escrow release conditions customary for concurrent offerings in connection with a Qualifying Transaction (the "Escrow Release Conditions"), each Subscription Receipt will, pursuant to the terms of a subscription receipt agreement to be entered into at the time of closing of the Offering, ultimately result in the holder thereof being issued, for no additional consideration and without any further action by its holder, one unit of the Resulting Issuer (a "Resulting Issuer Unit"). Each Resulting Issuer Unit will be comprised of one common share of the Resulting Issuer (a "Resulting Issuer Share") and one warrant to purchase a Resulting Issuer Share (a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant will entitle the holder thereof to acquire one additional Resulting Issuer Share at an exercise price of $0.40 at any time on or prior to the third anniversary of the closing date of the Proposed Transaction.
The gross proceeds of the Offering, less 20% of the Cash Commission (as defined below) and reasonable out-of-pocket expenses, will be held in escrow by a Canadian trust company or other escrow agent acceptable to the Company and the Lead Agent, pending satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions are not met within 120 days following closing of the Offering (or such other date as may be agreed upon by Fortress Gold and the Agents) (the "Escrow Deadline"), or if the Company announces it does not intend to proceed with the Transaction, the escrowed funds will be returned to investors in an amount equal to the aggregate Offering Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon.
The net proceeds from the Offering are expected to be used for the exploration and advancement of Fortress Gold's projects within the Damara Gold Belt in Namibia, as well as for general corporate and working capital purposes. The Offering is anticipated to close on or around February 27, 2025 or such other date as agreed by Fortress Gold and the Lead Agent, subject to receipt of all necessary regulatory approvals, including TSXV approval.
In connection with the Offering, Red Cloud will: (i) be paid a cash commission (the "Cash Commission") equal to 7.0% of the aggregate gross proceeds raised (other than for gross proceeds raised from subscribers on the "president's list" provided by Fortress Gold (the "President's List") who may subscribe for up to 3,333,333 Subscription Receipts, and in respect of which the Cash Commission will be reduced to 3.5%) with 20% of the Cash Commission payable to the Agents on the closing date of the Offering and 80% of the Cash Commission being payable upon the satisfaction of the Escrow Release Conditions, and (ii) be issued, on the closing date of the Offering, that number of broker warrants (the "Fortress Gold Broker Warrants") that is equal to 7.0% of the Subscription Receipts sold under the Offering (other than for Subscription Receipts issued to subscribers on the President's List who will receive a reduced number of Fortress Gold Broker Warrants equal to 3.5% of the Subscription Receipts sold). Upon satisfaction of the Escrow Release Conditions, each Fortress Gold Broker Warrant will ultimately be exchanged for one broker warrant of the Resulting Issuer (each, a "Resulting Issuer Broker Warrant"). Each Resulting Issuer Broker Warrant will entitle the holder thereof to subscribe for one Resulting Issuer Share at a price equal to the Offering Price at any time on or prior to the third anniversary of the closing date of the Proposed Transaction. If the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, the Fortress Gold Broker Warrants will be immediately cancelled.
About Fortress Gold
Fortress Gold was incorporated under the provisions of the Business Corporations Act (Ontario) on October 23, 2024. Fortress Gold is a private mineral exploration company focused on the acquisition, exploration, and development of gold projects in Namibia. The Company is led by an experienced management team with a track record of success in the mining sector.
About AIM5
AIM5 is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the Exchange, until the completion of its "Qualifying Transaction" (as defined therein), AIM5 will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect AIM5 and Fortress Gold's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the use of proceeds from the Offering, the completion of the Offering and the Proposed Transaction, development of gold projects in Namibia, and Fortress Gold's business objectives and vision. Such statements and information reflect the current view of AIM5 and Fortress Gold. Risks and uncertainties may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the Offering will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Offering. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; and
- the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
There are a number of important factors that could cause AIM5 and/or Fortress Gold's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history; disruptions or changes in the credit or security markets; product health and safety concerns and recalls; supply chain instability; competition; general market and industry conditions.
AIM5 and Fortress Gold caution that the foregoing list of material factors is not exhaustive. When relying on AIM5 and/or Fortress Gold's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. AIM5 and Fortress Gold have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
For further information, please contact:
AIM5 Ventures Inc.
All information contained in this news release with respect to Fortress Gold and the Resulting Issuer was supplied by Fortress Gold for inclusion herein, and AIM5 and its directors and officers have relied on Fortress Gold for all such information concerning such parties.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 securities of a capital pool company should be considered highly speculative.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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