Vancouver, British Columbia – September , 2021 – AAJ Capital 2 Corp. (TSXV: AAJC.P) (“AAJ” or the “Company”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has received conditional approval from the Exchange for its previously announced proposed reverse takeover transaction (the “Qualifying Transaction”) with TUT Fitness Group Limited and 1195143 B.C. Ltd. (together, “TUT Fitness Group”), and that it has filed a filing statement dated September 20, 2021 (the “Filing Statement”) with the Exchange. The Filing Statement includes details about TUT Fitness Group, including financial statements for TUT Fitness Group Limited and 1195143 B.C. Ltd. A copy of the Filing Statement is available under the Company’s profile at www.sedar.com. Shareholders are encouraged to read the Filing Statement for information about TUT Fitness Group, and the Company following completion of the Qualifying Transaction.
The Qualifying Transaction will constitute the Company’s “Qualifying Transaction” as such term is defined under Exchange Policy 2.4 – Capital Pool Companies (the “CPC Policy”). The Exchange has provided conditional approval for the Qualifying Transaction, subject to a number of conditions, including but not limited to final Exchange acceptance.
The Company’s press releases dated December 7, 2020 and May 13, 2021 identified the Qualifying Transaction as being an arm’s length transaction. The Qualifying Transaction has now been categorized as a Non Arm’s Length Qualifying Transaction under 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). The Company is therefore required to obtain shareholder approval of the Qualifying Transaction from a majority of disinterested shareholders (“Majority of the Minority Approval”) and is seeking such approval through written consent.
Subject to fulfillment of all conditions to closing, including obtaining the Majority of the Minority Approval, the Qualifying Transaction is expected to close by the end of September.
For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Company’s news releases dated December 7, 2020 and May 13, 2021, and the Filing Statement, all of which are available under the Company’s SEDAR profile at www.sedar.com.
About AAJ Capital 2 Corp.
AAJ is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the definitive transaction agreements dated April 30, 2021 with TUT Fitness Group Limited and 1195143 B.C. Ltd. The principal business of AAJ is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.
About TUT Fitness Group
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 $9.5-billion (U.S.) global home exercise equipment market and on-line fitness market, expected to be $30-billion (U.S.) by 2026. At 32 pounds, TUT’s flagship products, the TUT Trainer and TUT 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.
For further information please contact:
Director, AAJ Capital 2 Corp.
Chief Executive Officer & Director, TUT Fitness Group
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the approval of disinterested shareholders of the proposed Qualifying Transaction, the closing of the proposed Qualifying Transaction and Exchange approval of the proposed Qualifying Transaction. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “is expected”, “expects” or “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases; or terms that state that certain actions, events, or results “may”, “could”, “would”, “might”, or “will be taken”, “could occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on, a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to the timing of obtaining the necessary approvals of the Shareholders and the TSXV. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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.