Calgary, Alberta–(Newsfile Corp. – September 14, 2020) – Additional to the information launch issued June 2, 2020 by Purple River Capital Corp. (TSXV: XBT.P) (“Purple River” or the “Company“), Purple River and 1739001 Alberta Ltd. o/a Bitcoin Options (“Bitcoin Options“) are happy to announce that they’ve entered right into a share buy settlement (the “Settlement“) dated September 11, 2020 among the many Company, Bitcoin Options and shareholders of Bitcoin Options (the “Bitcoin Options Shareholders“) to finish a reverse takeover whereby Purple River will purchase all the issued and excellent shares of Bitcoin Options in consideration for the issuance of frequent shares of the Company (the “Acquisition“).
Purple River intends that the Acquisition will represent its Qualifying Transaction, as such time period is outlined within the Coverage 2.4 – Capital Pool Corporations (the “CPC Coverage“) of the TSX Enterprise Change (the “Change“). The Company, upon completion of the Acquisition, expects to vary its title to “Bitcoin Nicely Inc.” or such different title as may be accepted by Purple River and Bitcoin Options and is appropriate to the Change (the “Identify Change“). Such entity is to be referred to herein because the “Ensuing Issuer“.
Buying and selling of the frequent shares of the Company has been halted and can stay halted in accordance with Change insurance policies till all required documentation with respect to the Acquisition has been obtained and the Change is in any other case glad that the halt must be lifted.
Pursuant to provisions of the Settlement, Purple River will purchase 100% of the issued and excellent securities of Bitcoin Options in exchange for the issuance of an combination of roughly 120,250,000 frequent shares of Purple River (the “Purple River Shares“) to the Bitcoin Options Shareholders at a deemed price of $0.12 per share, representing an combination acquisition price of roughly $14.Four million. Every holder of Bitcoin Options Class A Shares or Bitcoin Options Class B Shares will obtain 8.917 Purple River Shares for each Bitcoin Options Class A Share or Bitcoin Options Class B Share held, and every holder of Bitcoin Options Class I Shares or Bitcoin Options Class F Most well-liked Shares will obtain 10 Purple River Shares for each Bitcoin Options Class I Share or Bitcoin Options Class F Most well-liked Share held. The variety of Purple River Shares to be issued in reference to the Acquisition was decided pursuant to arm’s size negotiations between the administration and the board of administrators of every of Purple River and Bitcoin Options. Because of the Acquisition, Bitcoin Options will develop into a wholly-owned subsidiary of Purple River and the Ensuing Issuer will stick with it the enterprise that was performed by Bitcoin Options previous to the Qualifying Transaction throughout the cryptocurrency business. The Settlement additionally gives that the Identify Change will develop into efficient upon the closing of the Acquisition. Completion of the Acquisition and the issuance of the Purple River Shares are topic to approval by the Change. It’s anticipated that the Ensuing Issuer shall be listed as a Tier 1 Industrial Issuer.
As well as, every issued and excellent stock choice to buy Bitcoin Options Class I Shares (“Bitcoin Options Possibility“) shall be exchanged for 10 choices of the Ensuing Issuer (“Ensuing Issuer Choices“), having considerably the identical phrases and situation because the Bitcoin Options Possibility, and can entitle the holder thereof to amass, upon train thereof, and for the consideration payable therefor, one frequent share of the Ensuing Issuer. As of the date of this press launch, there are 330,376 Bitcoin Options Choices excellent. The variety of Ensuing Issuer Choices that shall be issued on account of the conversion of Bitcoin Options Choices shall be 3,303,760. Upon closing of the Acquisition, 1,333,332 Ensuing Issuer Choices to sure administrators and officers of the Ensuing Issuer shall be issued. Additionally it is anticipated that following closing of the Acquisition, 833,333 Ensuing Issuer Shares (as outlined herein) shall be issued to Adam O’Brien, Chief Govt Officer and a Director of Bitcoin Options and the proposed Chief Govt Officer and a proposed director of the Ensuing Issuer.
On closing of the Acquisition, the Ensuing Issuer is predicted to have roughly 125,750,000 frequent shares excellent on a non-diluted foundation.
In reference to the Acquisition, the Ensuing Issuer will apply to checklist its frequent shares (the “Ensuing Issuer Shares“) on the Change.
Arm’s Size Transaction
The Acquisition is arm’s size and is subsequently not a Non-Arm’s Size Qualifying Transaction below the CPC Coverage. Accordingly, the CPC Coverage doesn’t require Purple River to acquire shareholder approval for the Acquisition.
Bitcoin Options Overview
Bitcoin Options, a personal firm included below the Enterprise Companies Act (Alberta), is at present worthwhile and provides handy, safe and dependable methods to purchase and promote Bitcoin and different cryptocurrencies by its community of trusted Bitcoin automated teller machines (“ATM“) and web-based transaction companies. Particularly, Bitcoin Options carries on the enterprise of:
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facilitating the acquisition and sale of Bitcoin and different cryptocurrencies in Canada;
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proudly owning and working Bitcoin ATMs, associated ATM gear, and all related companies together with, with out limitation, promoting, distributing, leasing, financing, putting in and servicing ATMs and related ATM gear;
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offering digital processing companies regarding transactions requested or carried out utilizing ATMs (for gear owned by Bitcoin Options or third events);
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providing invoice fee options;
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offering service provider options; and,
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sale of present playing cards for Bitcoin.
Bitcoin Options at present owns and operates over 60 cryptocurrency ATMs throughout Canada, and facilitates/performs transactions throughout the nation with a number of fee strategies on its web site.
Historical past and Background
Since inception, Bitcoin Options has been targeted on inserting and buying worthwhile cryptocurrency ATMs all through Canada and have become the primary firm to deploy cryptocurrency ATMs in Alberta and Saskatchewan in 2014. Since that point, sturdy relationships have been developed with fee processors, armoured automotive automobile corporations, Bitcoin professionals, and different distributors which are integral to the success of Bitcoin Options, whereas its present staff has been constructed to succeed with low turnover. Future growth plans are facilitated by partnerships with strategic software program teams, which gives Bitcoin Options with a aggressive benefit, together with the power to amass as much as 100 further ATMs with out important capital outlay.
Along with bodily ATMs, Bitcoin Options provides expanded companies by its web site, enabling assist for paying payments with Bitcoin and different cryptocurrencies on-line, accepting in-person funds at Canada Submit, shopping for present playing cards with Bitcoin and different cryptocurrencies, and permitting retailers to simply accept Bitcoin.
The next desk units out a abstract of chosen audited monetary info for Bitcoin Options for the years ended December 31, 2019 and December 31, 2018 and the unaudited monetary info for the six-month interval ended June 30, 2020. The chosen info was ready in accordance with Worldwide Monetary Reporting Requirements. All figures are in Canadian {dollars}.
| Fiscal 12 months ended December 31, 2019 |
Fiscal 12 months ended December 31, 2018 |
Six months ended June 30, 2020 |
|
| Abstract Working Outcomes | |||
| Internet gross sales or whole revenues | $14,539,490 | $11,964,363 | $14,489,332 |
| Revenue (loss) from persevering with operations | $117,415 | ($492,795) | ($145,511) |
| Internet earnings (loss) | $117,415 | ($492,795) | ($145,511) |
| Stability Sheet Information | |||
| Complete property | $2,267,460 | $1,866,994 | $5,491,656 |
| Complete long run monetary liabilities | $1,410,203 | $1,315,425 | $1,026,694 |
| Shareholders’ fairness (deficit) | $(181,469) | ($149,086) | ($335,538) |
Completion of the Acquisition
Completion of the Acquisition shall be topic to sure circumstances, together with however not restricted to: (a) receipt of all mandatory approvals of the boards of administrators of Purple River and Bitcoin Options; (b) receipt of all mandatory third celebration consents; (c) approval of the Acquisition by the Change because the Company’s Qualifying Transaction; and (d) the Change approving the itemizing of the frequent shares of the Ensuing Issuer.
Sponsorship
Beneath the insurance policies of the Change, the events to the Acquisition shall be required to have interaction a sponsor for the Acquisition until an exemption or waiver from this requirement could be obtained. Purple River intends to use to the Change for a waiver of the Change’s sponsorship necessities on the idea that it isn’t a international issuer, the administration of Purple River upon completion of the Qualifying Transaction will possess applicable expertise and {qualifications} and the granting of a sponsorship waiver by the Change wouldn’t be opposite to the general public curiosity and that it might be applicable in these circumstances that the Change train its discretion to waive the sponsorship requirement. Nonetheless, there isn’t any assurance that this waiver shall be granted.
Submitting Assertion
In reference to the Acquisition and pursuant to Change necessities, Purple River will file a submitting assertion on SEDAR (www.sedar.com), which is able to comprise particulars concerning the Acquisition, Bitcoin Options, Purple River and the Ensuing Issuer.
The Ensuing Issuer’s Administration, Board of Administrators and Insiders
In reference to the Acquisition, it’s anticipated that there shall be adjustments to the Company’s administration and board of administrators. Transient biographies for the anticipated members of administration and the board of administrators of the Ensuing Issuer are set out under:
Adam O’Brien, President, Chief Govt Officer, Director, Management Particular person and Promoter
As Founder and Chief Govt Officer of Bitcoin Options, Adam O’Brien is a number one advocate for training, shopper safety and the decentralization of monetary companies. Adam was first uncovered to Bitcoin in 2013. After witnessing success shopping for and promoting individual to individual he based Bitcoin Options with the target to make Bitcoin accessible and understood. Adam serves as Co-chair of the Fintech Committee for the Canadian Blockchain Consortium, Canada’s largest non-profit community of blockchain corporations and influencers. He’s acknowledged as a primary mover within the Bitcoin ATM discipline strives to carry Bitcoin and different cryptocurrencies to the mainstream making them straightforward, approachable and accessible for all.
Mandy Johnston, Chief Monetary Officer
Mandy Johnston has efficiently constructed and led finance and enterprise operations groups for the previous twenty years in a number of industries throughout North America, together with automotive, constructing supplies, oil and gasoline, {and professional} sports activities. She was beforehand the VP of Finance and Enterprise Administration for the EE Soccer Membership of the CFL, based mostly in Edmonton. Mandy holds a CPA (US-CO), CMA (US) and earned an MBA in Strategic Administration and a Bachelor of Science in Enterprise Administration, Accounting from The College of Alabama. She additionally volunteers as a World Director on the Institute of Administration Accountants (IMA) Board and is a member of the IMA’s Efficiency Oversight & Audit Committee.
Heather Barnhouse, Company Secretary
Heather Barnhouse is a accomplice within the Company/Business apply group of Dentons’ Edmonton workplace. Her apply is concentrated on a mix of merger and acquisition exercise, in addition to on serving to entrepreneurs scale their corporations, usually by a know-how play. She additionally recurrently advises corporations on one of the best practices of governance, and assists corporations with establishing insurance policies and practices to impact good governance. She has her Director designation from the Institute of Company Administrators, and has expertise chairing boards, and serving within the function of Company Secretary, with personal corporations, not for earnings and Crown companies.
Julian Klymochko, Director
Julian is the Chief Govt Officer and Chief Funding Officer of Speed up Monetary Applied sciences Inc., another funding administration agency. Previous to founding Speed up in February 2018, Julian was the Chief Funding Officer of Ross Smith Asset Administration the place he managed quite a lot of different funding methods for almost a decade. He based and managed Canada’s first cryptocurrency funding fund. Julian additionally managed a 6-time award successful market impartial hedge fund and based an award-winning event-driven arbitrage fund. Previous to Ross Smith Asset Administration, he was an Analyst at BMO Capital Markets. He attended the College of Manitoba the place he graduated with a Bachelors of Science (Engineering) and a Bachelors of Commerce (Finance). Julian is a Chartered Monetary Analyst (CFA) charterholder.
David Bradley, Director of Technique and Director
Dave Bradley is a distinguished determine within the Bitcoin business and is extensively thought of one of many main specialists in Canada on bitcoin, cryptocurrency and blockchain know-how. Previous to his present function because the Director of Technique at Bitcoin Nicely, Dave based the world’s first bricks-and-mortar Bitcoin retailer and co-founded the profitable firm, Bull Bitcoin, which is Canada’s longest-serving bitcoin brokerage. He additionally serves as a Vice President for the Canadian Blockchain Consortium, Canada’s largest non-profit community of blockchain corporations and influencers.
Carman McNary, Director
Carman commenced his legislation apply in Edmonton in 1981, and since 1999 has been with Dentons Canada LLP (previously FMC), most just lately as Counsel. He practices tax and company legislation and gives strategic recommendation to organizations and boards. He was beforehand Managing Associate (Edmonton workplace) and Nationwide Tax Lead (Canada). Past legislation, Carman is a director of quite a lot of personal corporations, and has chaired and served on all kinds of group and non-profit entities and organizations. Carman accomplished the Director Schooling Program in 2013. He additionally served as an officer within the Royal Canadian Navy, Canadian Armed Forces, from 1975 – 2008, retiring with the rank of Captain (Navy) after appointments in command at sea and ashore in addition to worldwide appointments. Carman was appointed a Queen’s Counsel in 2010, and awarded an honorary Physician of Legal guidelines by the College of Alberta in June, 2019. His group service and management have additionally been acknowledged with the award of each the Queen’s Golden and Diamond Jubilee Medals.
Eric Sauze, Director
Mr. Sauze is the Chief Monetary Officer of JAG Flocomponents Ltd., a producer and distributor of valves to the North American oil & gasoline business. Eric has additionally held the roles of Chief Monetary Officer and Chief Working Officer with the economic distribution corporations Business Options Inc. (a TSX listed firm) and CFE Industries Ltd. (a TSX Enterprise Change listed firm). Whereas working with the worldwide accounting agency KPMG, he obtained his CPA designation (Chartered Accountant) in 1992. As well as, he earned his Chartered Monetary Analyst designation in 2001. Mr. Sauze is at present a director and the Audit Committee Chair for Bri-Chem Corp., a distributor of drilling fluids listed on the TSX.
Richard Gauthier, Insider, Management Particular person
Mr. Gauthier was an authentic shareholder and seed capital investor of Bitcoin Options. Mr. Gauthier has no lively function with Bitcoin Options and could have no lively function with the Ensuing Issuer. Mr. Gauthier is an insider and management individual (as such time period is outlined by the insurance policies of the Change), attributable to his shareholdings. Following the Acquisition, it’s anticipated that Mr. Gauthier will maintain roughly 21% of the issued and excellent shares of the Ensuing Issuer.
About Purple River Capital Corp.
Purple River is a CPC that accomplished its preliminary public providing and obtained an inventory on the Change in July 2018 (buying and selling image: “XBT.P”). It doesn’t personal any property, apart from cash or cash equivalents and its rights below the Settlement. The principal enterprise of Purple River is to establish and consider alternatives for the acquisition of an curiosity in property or companies and, as soon as recognized and evaluated, to barter an acquisition or participation topic to acceptance by the Change in order to finish a qualifying transaction in accordance with the insurance policies of the Change.
For additional info please contact:
Purple River Capital Corp.
Julian Klymochko, Director and Chief Govt Officer
Telephone: 403-801-2445
1739001 Alberta Ltd. o/a Bitcoin Options
Adam O’Brien, Director and President
Telephone: 1-888-711-3866
Cautionary Assertion
Statements on this press launch concerning Purple River and Bitcoin Options which aren’t historic information are “forward-looking statements” that contain dangers and uncertainties, such because the completion of the proposed Qualifying Transaction. Such info can typically be recognized by way of forwarding-looking wording akin to “may”, “count on”, “estimate”, “anticipate”, “intend”, “imagine” and “proceed” or the destructive thereof or related variations. Since forward-looking statements deal with future occasions and circumstances, by their very nature, they contain inherent dangers and uncertainties akin to the chance that the closing may not happen for any cause. On this information launch, forward-looking statements relate, amongst different issues, to: the phrases and circumstances of the Acquisition, the completion of the Acquisition, as presently proposed or in any respect, the Identify Change and the completion thereof, the Purple River shareholder assembly, the enterprise and operations of Bitcoin Options and the Ensuing Issuer, go-forward administration of the Ensuing Issuer, the buying and selling of the Ensuing Issuer Shares, the itemizing of the Ensuing Issuer as a Tier 1 Industrial Issuer and the variety of Ensuing Issuer Shares issued and excellent on the time of closing. Precise ends in every case may differ materially from these at present anticipated in such statements attributable to elements together with however notice restricted to: the choice to not shut the Qualifying Transaction for any cause, together with opposed due diligence outcomes and Change refusal of the Qualifying Transaction, opposed market circumstances, the necessity for added financing, normal enterprise, financial, aggressive, political and social uncertainties, the delay or failure to obtain board, shareholder, courtroom or regulatory approvals. Besides as required by legislation, Purple River and Bitcoin Options don’t intend to replace any adjustments to such statements,
Completion of the Acquisition is topic to quite a lot of circumstances, together with however not restricted to, Change acceptance and if relevant pursuant to Change Necessities, majority of the minority shareholder approval. The place relevant, the Acquisition can’t shut till the require shareholder approval is obtained. There could be no assurance that the Acquisition shall be accomplished as proposed or in any respect.
Buyers are cautioned that, besides as disclosed within the submitting assertion to be ready in reference to the Acquisition, any info launched or obtained with respect to the Acquisition may not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of a capital pool firm must be thought of extremely speculative.
The TSX Enterprise Change Inc. has on no account handed upon the deserves of the Acquisition and has neither accepted nor disapproved the contents of this press launch.
Neither the TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this press launch.
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