NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, May 11, 2021 (GLOBE NEWSWIRE) — 1284696 BC Ltd (the “Company” or “BCCO”), a private BC company, is pleased to announce further to its news release dated April 8, 2021, it has entered into an amalgamation agreement dated April 28, 2021 (the “Definitive Agreement”) with Spirit Blockchain Capital Inc. (“Spirit”). The Definitive Agreement is further to the Letter of Intent dated April 1, 2021. Spirit is a private company incorporated under the laws of British Columbia and has a wholly owned subsidiary, Spirit Blockchain AG, a Swiss Company.
Upon the acquisition of all the issued and outstanding shares of Spirit (the “Proposed Transaction”), BCCO intends to file a non-offering prospectus (the “Prospectus”) with the applicable securities commissions and apply for a listing (the “Listing”) on the Canadian Securities Exchange (the “Exchange”). Upon completion of the Proposed Transaction, the Company is expected to change its name to “Spirit Blockchain Capital Inc.” (the “Resulting Issuer”). It is a condition of the Proposed Transaction that the Resulting Issuer apply for Listing, however, there can be no assurance that the Exchange will approve the Listing. The Proposed Transaction is an arm’s length transaction.
About Spirit Blockchain Capital Inc.
Spirit is a Canadian Swiss group operating specifically in the Blockchain and Digital Asset sectors with the primary goal of creating value in a rapidly growing environment through recurring cash flows and capital appreciation.
Spirit provides investors with direct exposure to the sector, without the technical complexity or constraints of purchasing the underlying crypto assets. Spirit’s strategy is based upon management’s conviction that the Blockchain and Digital Asset ecosystem will register significant growth and outperform traditional asset classes over the medium to long-term.
The Company’s strategy focuses on three complementary economic units:
- Royalties & Streams by providing capital to blockchain ecosystem participants, where repayment of the notional and interest takes place in the form of crypto assets.
- Advisory & Research Services for Institutional and private Investors to a global blockchain and digital assets investment product.
- Treasury management through investment in major crypto assets with cold storage in Switzerland.
Summary of the Proposed Transaction
Pursuant to the terms of the Definitive Agreement, the Proposed Transaction will proceed by way of an amalgamation between a wholly-owned subsidiary of the Company and Spirit. An aggregate of 13,800,000 common shares of BCCO are currently issued and outstanding, prior to completing the Proposed Transaction. It is expected that 46,000,000 common shares of BCCO will be issued to the shareholders of Spirit on a pro rata basis.
The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are standard for a transaction of this nature, including but not limited to (i) the completion of the Private Placement (as defined below); (ii) if applicable, the approval of the Proposed Transaction by the shareholders of each of BCCO and Spirit, and (iii) the completion of satisfactory due diligence by each of the parties. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.
Each of BCCO and Spirit will bear their own costs in respect of the Proposed Transaction.
Proposed Financing by Spirit
Prior to the completion of the Proposed Transaction, Spirit will complete a non-brokered private placement of up to 40,000,000 common shares in the capital of Spirit (“Spirit Shares”) at a price of $0.125 per share for gross proceeds of up to $5,000,000 (the “Private Placement”). The proceeds raised in connection with the Private Placement will be used to fund the operations of Spirit (and the Resulting Issuer) and for general working capital. All securities issued pursuant to the Private Placement will be subject to an indefinite hold period under applicable securities laws until the common shares of the Resulting Issuer are approved for listing on the Exchange. Commissions may be paid on proceeds raised commensurate with industry norms.
Spirit intends to invite qualified investors who strongly resonate with Spirit’s vision for digital currency, including the mass adoption of digital assets, potential widespread application of Blockchain technology, and the unique revenue driven business model of Spirit.
Proposed Concurrent Financing by BCCO
It is currently expected that prior to or concurrent with completion of the filing of the Prospectus, BCCO will complete at least one additional financing at a price to be determined (currently expected to be in the range of S0.30 to $0.40 per share) and subject to market conditions, for gross proceeds of not less than $1,000,000 (the “Concurrent Offering”). The proceeds raised in connection with the Concurrent Offering will be used to fund the costs associated with completing the Proposed Transaction, and for general working capital of the Resulting Issuer. All securities issued pursuant to the Concurrent Offering will be subject to an indefinite hold period under applicable securities laws. Commissions may be paid on proceeds raised commensurate with industry norms.
ON BEHALF OF THE BOARD OF DIRECTORS:
Karan Thakur
President and Director
For further information, please contact:
Erich Perroulaz, Chairman & CEO
info@spiritblockchain.com
No securities regulatory authority has either approved or disapproved of the contents of this news release.
This press release is not an offer of the securities for sale 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. Accordingly, the securities may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of BCCO, Spirit or the Resulting Issuer in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect BCCO’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of BCCO, Spirit, and the Resulting Issuer, the Private Placement, the Concurrent Offering, the Proposed Transaction (including Exchange approval and Listing). Such statements and information reflect the current view of BCCO. 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.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF BCCO 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 BCCO MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
