/Not for distribution to United States newswire services or for
dissemination in the United
States/
VANCOUVER, BC, Dec. 7, 2020 /CNW/ - AAJ Capital 2 Corp.
(TSXV: AAJ.P) ("AAJ" or the "Company") is pleased to
announce that it has entered into a letter of intent dated
November 26, 2020 (the "LOI")
with TUT Fitness Group Limited ("TUT") regarding a proposed
transaction to acquire all of the issued and outstanding securities
of TUT (the "Transaction"). Upon completion of the
Transaction, the combined entity (the "Resulting Issuer")
will continue the business of TUT as a Tier 2 "technology" issuer.
The Transaction is intended to constitute the "Qualifying
Transaction" of AAJ, as defined in TSX Venture Exchange's (the
"Exchange") Policy 2.4 – "Capital Pool Companies". In
connection with the Transaction, AAJ has applied to the Exchange to
reserve "GYM" as the new ticker symbol.
The proposed Transaction is an Arm's Length Qualifying
Transaction pursuant to the policies of the Exchange and, as such,
the Company is not expected to need shareholder approval for the
proposed Transaction.
About TUT Fitness Group Limited
TUT is a private British
Columbia based company that has designed, patented, and
manufactured one of the world's smallest and most affordable
high-performance home gyms. Incorporated in 2018, TUT is an
emerging player in the connected Home Gym and Fit Tech hardware
space, targeting the US$9.4B Global
Home Exercise Equipment Market1 and Online Fitness
Market expected to be US$30B by
20262. At 32 pounds, TUT's flagship products, the TUT
TrainerTM and Rower are lightweight, and more affordable
than other alternatives. TUT's proprietary "Time Under Tension"
technology creates more load on the muscles than conventional
training and cardio machines, while placing less pressure on joints
and tendons. The net result is a higher caloric burn and a better
workout than comparable machines. Visit
www.thetuttrainer.com for more information.
thetuttrainer.com
instagram.com/tuttrainer
linkedin.com/company/tutfitness
Compared to other leading consumer Fit Tech hardware and Home
Gym brands, TUT's competitive advantage is clear:
- One of the smallest footprints (less than 2 sq. ft and just
32.2 lbs.) and multifunctional high performance Home Gyms (i.e.
over 200 exercises), perfect for any living space
- 40% - 350% more affordable than leading competitors at
US$1,195 and doesn't require
electrical power
- First mover advantage with patented "Time Under Tension"
technology that targets every muscle group
- Flexible and affordably priced TUT Fitness Training App with a
5-tier pricing model including freemium, on-demand programs and
subscription offerings
|
|
|
1 Source:
ReportLinker - https://www.globenewswire.com/news-release/2020/07/30/2070103/0/en/Home-Fitness-Equipment-Global-Market-Report-2020-30-Covid-19-Implications-and-Growth.html
|
2 Source: Global Market
Insights,
Inc. (https://www.globenewswire.com/news-release/2020/09/24/2098446/0/en/Online-Fitness-Market-growth-predicted-at-30-through-2026-Global-Market-Insights-Inc.html)
|
TUT Fitness's mission is to make exercise and wellness more
accessible by offering the most affordable all-in-one strength
training and cardio solutions, supported by the soon-to-be-released
TUT Training App. The new app will be rolled out in 4 phases
reflecting a 5 Tier Subscription pricing model, starting with
closed Beta testing for Tiers 1 and 2 in December and a "go live"
date for late January, with the remaining phases soon after. The
app will include a Freemium model with four additional tiers of
subscription pricing catering to all users. TUT currently sells
directly to the consumer through its website and plans to sell
B2B2C, with an initial customer focus targeting fitness trainers
(i.e. boutique gyms) and real estate companies (i.e. hotels,
condos, and property management
companies).
TUT is in the midst of a brand refresh, that includes a new logo
and identity, corporate and ecommerce websites as well as
additional social media channels. This new brand identity coincides
with, and will support the launch of, the TUT Fitness Training App,
as well as a sales and marketing campaign beginning in late
December and culminating in a full launch in February 2021.
AAJ CEO, Praveen Varshney, commented, "TUT Fitness has
built a great product. TUT has the manufacturing partners in place,
strong IP that can be licensed to large or small fitness OEMs, and
an aggressive go-to market strategy supported by an experienced
team. Our vision is to positively impact as many people's lives by
making the TUT ubiquitous, as commonplace and necessary as any
other appliance in homes today. Space and cost shouldn't be
barriers to health and wellness."
Aaron Fader, Founder and TUT CEO,
commented, "We are excited about accessing new growth
capital, and completing our corporate rebrand, so that we can
deliver on our mission of bringing the highest value gym experience
to every home. We designed the TUT Trainer and Rower to target
every muscle group, offering a superior alternative to
one-dimensional cardio machines that do not build muscle mass or
functional strength. We remain committed to consumers and our
growing TUT community to ensure that our home gym solutions can be
used by anyone, regardless of their level of fitness or economic
situation."
Proposed Management of the Resulting Issuer
On completion of the Transaction and subject to Exchange
approval, it is anticipated that the board of directors of the
Resulting Issuer will consist of four directors. Information about
some of the proposed directors and officers of the Resulting Issuer
is included below:
Aaron Fader, Founder and CEO
of TUT, Proposed CEO & Director of the Resulting Issuer
Mr. Fader is the founder, Chief Executive Officer and a director
of TUT. As founder and CEO of both private and public companies,
Mr. Fader is a serial entrepreneur with over 30 years of experience
in new business development, new product development and
international distribution. Over the years, Mr. Fader's companies
have produced award-winning, market-changing innovations that are
distributed worldwide.
Rob Smith, President of TUT
& Proposed President & Director of the Resulting
Issuer
Mr. Smith is currently the President of TUT. Mr. Smith has been
an investor and advisor to technology and growth related businesses
for the past 25 years. He brings a unique perspective in the areas
of financing and business development. Currently, he is a founding
partner in Sociable Ventures, a Vancouver-based boutique venture capital firm,
and Co-Founder and advisor to NEXE Innovations Inc., which is
advancing plant-based material manufacturing. NEXE expects to begin
trading on the TSX-V in December 2020
under the symbol NEXE. Mr. Smith has served as a director and
officer of several private and public companies.
Praveen Varshney, Chairman of
the Board
Mr. Varshney is currently a director of AAJ. Mr. Varshney brings
over 30 years of experience in venture capital, strategy, merchant
banking, and since 1991, in M&A as a director for Varshney
Capital Corp. He has extensive experience serving as a director for
public and private companies such as MOGO (TSX) and Carmanah
Technologies, which became Canada's largest solar company. He is also a
co-founder, investor or advisor to a number of other social impact
businesses, like Little Kitchen Academy.
It is anticipated that the Resulting Issuer will also appoint
one additional independent director.
The Qualifying Transaction
Terms of the Transaction
Subject to the execution of a definitive agreement
("Definitive Agreement"), AAJ proposes to acquire all of the
issued and outstanding securities of TUT in exchange for securities
of AAJ.
The closing of the Transaction will be conditional upon AAJ
completing a private placement financing of subscription receipts
(the "Subscription Receipts"), to raise a minimum of gross
proceeds of $3,000,000, each of which
will, immediately after the closing of the Transaction,
automatically convert into one common share and one common share
purchase warrant at a price to be determined (the "Concurrent
Financing").
The Transaction is conditional upon, among other things:
- the parties will have received all necessary regulatory and
third-party consents, approvals and authorizations as may be
required in respect of the Transaction, including, but without
limitation, acceptance of the Exchange;
- completion of due diligence to the satisfaction of the
parties;
- approval of the board of directors of each of AAJ and TUT to
final terms and conditions of the Transaction as set forth in the
Definitive Agreement and all other necessary matters related
thereto prior to the signing of the Definitive Agreement;
- the signing of the Definitive Agreement;
- completion of all matters, and the satisfaction of all
conditions (unless waived in writing), under the Definitive
Agreement required to be completed or satisfied on or before
closing of the Transaction including but not limited to completion
of the Concurrent Financing;
- the shareholders of TUT will have approved the Transaction;
and
- completion by AAJ of a consolidation of the AAJ securities on a
2 for 1 basis, effective immediately prior to the closing of the
Transaction.
AAJ will issue additional news releases related to the final
legal structure and terms of the Transaction, capitalization of TUT
and the Resulting Issuer and TUT financing terms, financial
information regarding TUT, the names and background of insiders of
the Resulting Issuer and other material information as it becomes
available.
The trading in the shares of AAJ is presently halted and will
remain so until the Transaction is completed and approved by the
Exchange.
Arm's Length Transaction and Shareholder Approval
The proposed Qualifying Transaction will be an arm's length
transaction under the policies of the Exchange, as a result of
which AAJ will not be required to obtain shareholder approval for
the Transaction.
Filing Statement
In connection with the Transaction and pursuant to the
requirements of the Exchange, AAJ will file a filing statement on
its issuer profile on SEDAR (www.sedar.com), which will contain
details regarding the Transaction, the Concurrent Financing, TUT
and the Resulting Issuer.
Control Persons
Aaron Fader, Founder, Chief
Executive Officer and a Director of TUT, currently owns (through a
corporation) 4,500,000 common shares of TUT and its
related/affiliate patent company, representing approximately 26.5%
of the issued and outstanding common shares of TUT (calculated on
an undiluted basis) as at the date hereof. Other control
persons of TUT include Michelle
Cheung holding 4,500,000 common shares of TUT, and Varshney
Capital Corp. holding 4,000,000 common shares of TUT. After giving
effect to the Concurrent Financing and the shares issued under the
Transaction (assuming 17,000,000 common shares are issued to the
shareholders of TUT), there are not anticipated to be any control
persons in the Resulting Issuer.
Sponsorship
AAJ intends to make an application to the Exchange for an
exemption from the sponsorship requirements, but there is no
assurance that such an exemption will be granted.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in the United States. The
securities described herein have not been registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities law and may not be
offered or sold in the "United
States", as such term is defined in Regulation S promulgated
under the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration requirements is available.
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 filing
statement or information 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 Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the
contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
Certain statements in this release are forward-looking
statements or information, which include completion of the proposed
Transaction and related financing, development of technologies,
expected sales, future plans, regulatory approvals and other
matters. Forward-looking statements 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. 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,
including but not limited to, business, economic and capital market
conditions, the ability to manage operating expenses, security
threats, exchange rates, and dependence on key personnel. Such
statements and information are based on numerous assumptions
regarding present and future business strategies and the
environment in which the Company will operate in the future,
including the demand for its products, anticipated costs, and the
ability to achieve goals. 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, equipment
failures, litigation, increase in operating costs, the impact of
Covid-19 or other viruses and diseases on the Company's ability to
operate, failure of counterparties to perform their contractual
obligations, government regulations, loss of key employees and
consultants, and general economic, market or business conditions.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The reader is
cautioned not to place undue reliance on any forward-looking
information.
There can be no assurance that the proposed Transaction or
Concurrent Financing will be completed or, if completed, will be
successful.
The forward-looking statements contained in this news release
are made as of the date of this news release. Except as
required by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. Additionally, the Company undertakes no obligation
to comment on the expectations of, or statements made by, third
parties in respect of the matters discussed above.
SOURCE TUT Fitness Group Limited