The escrow release conditions were satisfied on Septemand proceeds of the financing were released to the Company (the " Escrow Release"). The gross proceeds of the Concurrent Financing were held in escrow pending satisfaction of certain release conditions. This disinterested shareholder approval of the Transaction was obtained via written consents on September 24, 2021.įor additional information concerning the Transaction and the foregoing matters, please refer to the Company's filing statement dated Septem(the " Filing Statement") which is available under the Company's SEDAR profile at The Concurrent FinancingĪs previously disclosed in the Company's news release of May 13, 2021, the Company closed a non-brokered private placement of 6,144,810 subscription receipts on for aggregate gross proceeds of $3,072,405 (the " Concurrent Financing"). The Company was therefore required to obtain shareholder approval of the Qualifying Transaction from a majority of disinterested shareholders. The Transaction was a Non Arm's Length Qualifying Transaction under TSXV Policy 2.4 – Capital Pool Companies (the " CPC Policy"), on the basis that a controlling shareholder of the Company and a controlling shareholder of TUT are Associates (as defined under the CPC Policy). TUT Fitness is expected to commence trading on the TSX Venture Exchange (the " TSXV") under the trading symbol "GYM" on Wednesday October 6, 2021. The Company will continue the business which was previously conducted by the TUT Group. Upon completion of the Transaction, the Company completed a name change from "AAJ Capital 2 Corp." to "TUT Fitness Group Inc.". Following the share consolidation, completion of the Transaction and conversion of the subscription receipts under the Concurrent Financing, the Company's issued and outstanding share capital consists of 30,715,461 Common Shares. Immediately prior to closing the Transaction, the Company undertook a share consolidation, issuing shareholders one new Common Share for each two old Common Shares. The Transaction was closed on Septemand, pursuant to the Amalgamation Agreement and Share Exchange Agreement, shareholders of TUT Group became shareholders of the Company, resulting in the issuance of an aggregate of 21,870,651 Common Shares in the capital of the Company at a deemed price of $0.50 per Common Share.
Ltd in exchange for Common Shares of the Company. to acquire all of the issued and outstanding shares of 1195143 B.C. The Company also entered into a share exchange agreement (the " Share Exchange Agreement") on Apwith 1195143 B.C. (a wholly-owned subsidiary of the Company) entered into an amalgamation agreement (the " Amalgamation Agreement") dated April 30, 2021, whereby the parties agreed to complete an amalgamation. The Company, TUT Fitness Group Limited and 1302612 B.C.
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