Halifax, Nova Scotia--(Newsfile Corp. - February 15, 2019) - eXeBlock Technology Corporation (CSE: XBLK) ("eXeBlock" or the "Company") today announces it has entered into a purchase agreement (the "Agreement") with Peerplays Blockchain Standards Association ("PBSA"), Data Security Node Inc., Fallout Complex Inc., 10353027 Canada Corporation ("10343027"), and Jonathan Baha'i.
Material terms of the Agreement include:
Completion of the Transaction is subject to customary closing conditions, including acceptance and approval of the shareholders of the Company by special resolution and regulatory approvals. The board of directors of eXeBlock has considered all relevant factors and unanimously determined that the Transaction is in the best interests of the Company and its shareholders. The board of directors unanimously recommends that its shareholders vote in favour of the Transaction. Within the next week, the Company will be rescheduling its annual and special meeting of the shareholders, to consider, among other things, the approval of the Transaction. The Company expects to mail out the circular and proxy materials shortly. The outside date under the Agreement to satisfy all conditions and close the Transaction (other than the Share Reduction) is May 1, 2019.
eXeBlock will be seeking all required regulatory approvals to complete the Share Reduction at closing. In the event less than the 9,965,000 common shares of eXeBlock held by 10343027 are acquired by eXeBlock at closing, the Company may continue to seek all necessary regulatory approvals necessary to acquire any remaining common shares until November 30, 2020.
eXeBlock Technology Corp (CSE: XBLK) is a designer of custom, state-of-the-art blockchain based software applications that provide profitable, secure and efficient solutions to businesses and markets globally.
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eXeBlock Technologies Corporation
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, the words 'estimate', 'project', 'belief', 'will', 'anticipate', 'intend', 'expect', 'plan', 'predict', 'may' or 'should' and the negative of these words or such variations or comparable terminology are intended to identify forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking information relating to, the anticipated completion of the Transaction including satisfaction of the conditions thereto, including receipt of regulatory approvals and the approval of the Company's shareholders and the anticipated timing for completion of these matters. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that 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. There are no assurances the Transaction will be completed on the terms and timeline anticipated, or at all. Forward looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important risk factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. For a more detailed discussion of risk factors, refer to the Company's management discussion and analysis dated as of January 28, 2019 filed under the Company's profile on SEDAR (www.sedar.com) and on the CSE's website. The Company cautions that the aforementioned list of material risk factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing risk factors and other uncertainties and potential events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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- Sale of software including 50/50 Labs, Sidechain and eXeChain (collectively, the "Software") to PBSA for the payment to eXeBlock of $250,000 in cash (the "Cash Consideration") plus applicable taxes, on closing;
- the assumption by PBSA of amounts owing by eXeBlock to a third party developer in the development of the Software totaling $463,419 USD;
- the purchase of up to 9,965,000 common shares of eXeBlock held by 10343027, an entity wholly-owned by Jonathan Baha'i (which represents approximately 16.6% of the Company's common shares outstanding as of February 15, 2019) for cancellation by the Company (the "Share Reduction") for an aggregate amount not exceeding $1.00;
- the termination of the software development agreement between eXeBlock and PBSA on closing and release by eXeBlock in any interest in any consideration, including any PPY tokens, if any, which were to be transferred as payment for software development under such agreement;
- the forgiveness of amounts owing by eXeBlock to each of Data Security Node Inc., Fallout Complex Inc., and Jonathan Baha'i for certain equipment, furniture, fixtures and Company expenses totaling $74,912.35; and
- the termination of the bunker lease between eXeBlock and Fallout Complex Inc. on closing, (collectively, the "Transaction").