Toronto, Ontario--(Newsfile Corp. - November 14, 2024) - AIM5 Ventures Inc. (TSXV: AIME.P) ("AIM5" or the "Company") and Fortress Gold Ltd. ("Fortress Gold") are pleased to announce that they have entered into a non-binding letter of intent dated November 13, 2024 (the "LOI"), pursuant to which AIM5 and Fortress Gold intend to complete a business combination or other similarly structured transaction which will constitute a reverse take-over of AIM5 (the "Transaction"). It is intended that the Transaction will be an arm's length "Qualifying Transaction" for AIM5, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"). Trading of the common shares of the Company has been halted and will remain halted pending receipt and review from the TSXV.
A comprehensive news release will be issued by AIM5 and Fortress Gold setting out the terms of the Transaction, which shall include information about AIM5 upon closing of the Transaction and the proposed financing of Fortress Gold in connection with the Transaction (the "Concurrent Financing").
Fortress Gold
Fortress Gold is a private minerals exploration company with a prospective land package in Namibia sharing license boundaries with an operating mine and a recent large discovery. Fortress Gold has the right to acquire five exclusive prospecting licenses with multiple drill ready targets in the well established Damara Gold Belt of Namibia.
AIM5 Ventures
AIM5 was incorporated under the Business Corporations Act (Ontario) on August 11, 2020 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. AIM5 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 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. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Concurrent Financing will be completed on acceptable terms and all applicable shareholder and regulatory approvals for the Transaction will be received. Although the Company believes that the expectations reflected in such 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: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; 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.
For further information, please contact:
AIM5 Ventures Inc.
Aaron Salz
CEO, CFO, Corporate Secretary
aaron@stoicadvisory.com
All information provided in this press release relating to Fortress Gold has been provided by management of Fortress Gold and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into a definitive agreement with Fortress Gold with respect to the Transaction (the "Definitive Agreement"), and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 filing statement (or other applicable disclosure document) of AIM5 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 AIM5 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has not approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/229879
SOURCE: AIM5 Ventures Inc.
