Global Blockchain Technologies Corp. Announces Upsize of Previously Announced Bought Deal Private Placement
November 9, 2017 (Source) — GLOBAL BLOCKCHAIN TECHNOLOGIES CORP. (“Global Blockchain” or the “Company”) (TSX V: BLOC | Frankfurt: BWSP | OTC: BLKCF) is pleased to announce today that it has entered into an amended agreement with Canaccord Genuity Corp., acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (the “Underwriters”), to increase the size of the offering by an additional 3,900,000 units and increase the Underwriters’ Option (as defined below). Under the amended terms of the offering, the Underwriters have agreed to purchase 15,700,000 units of the Company (the “Units”), on a “bought deal” private placement basis, at a price per Unit of $2.55 (the “Offering Price”), for total gross proceeds of $40,035,000 (the “Offering”).
Each Unit shall consist of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $3.50 for a period of 24 months following the Closing Date.
The Company has also increased the size of the option granted to the Underwriters (the “Underwriters’ Option”) from 15% to 25% of the Offering, allowing them to purchase up to an additional 3,925,000 Units at the Offering Price, for aggregate gross proceeds of up to an additional $10,008,750, exercisable in whole or in part, at any time up to 24 hours prior to the closing of the Offering at the Underwriters’ sole discretion.
The net proceeds of the Offering are expected to be used for general corporate purposes.
The closing date of the Offering is scheduled to be on or about November 30, 2017 (the “Closing Date”). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.
The Common Shares and Warrants issuable pursuant to the Offering will be subject to a statutory hold period lasting four months and one day following the Closing Date.
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The Offered Securities will be offered on a private placement basis, pursuant to prospectus exemptions under National Instrument 45-106 Prospectus and Registration Exemptions in all provinces and territories of Canada, in the United States by way of private placement to selected accredited investors and/or to qualified institutional investors and outside of Canada and the United States on a private placement or equivalent basis in accordance with applicable laws, provided that such laws permit offers and sales of the Offered Securities on a private placement basis and without any obligation on the part of the Company to prepare or file any registration statement, prospectus or other disclosure document and without triggering any disclosure obligations or submission to the jurisdiction on the part of the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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 “1933 Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
About Global Blockchain Technologies Corp.
Global Blockchain is an investment company providing investors access to a basket of holdings within the blockchain space, managed by a team of industry pioneers and early adopters of all major cryptocurrencies. Global Blockchain is focused on streamlining the current arduous, lengthy and complicated process that interested investors need to undergo in order to gain exposure to the cryptocurrency space with a view to becoming the first vertically integrated originator and manager of top-tier blockchains and digital currencies. Global Blockchain is listed on the TSX Venture Exchange and its common shares trade under the ticker symbol “BLOC.” Other information relating to Global Blockchain is available on SEDAR at www.sedar.com as well as on the Company’s website at www.globalblockchain.io.
Cautionary Note Regarding Forward-Looking Information
Neither 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 release.
This news release contains “forward-looking information” within the meaning of applicable securities laws. Generally, any statements that are not historical facts may contain forward-looking information, and forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or indicates that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, “occur” or “be achieved”. Forward-looking information includes, but is not limited to the likelihood of the transaction closing as detailed in this news release or at all, the proposed use of proceeds and the expected closing date of the Offering, the receipt of required regulatory approvals including the TSX Venture Exchange, the impact of the appointments on the Company, the Company’s projected asset allocations, business strategy and investment criteria, the timing for implementation of financial auditing and corporate governance standards applicable to cryptocurrencies and Initial Coin Offerings (“ICO’s”), the rate of cryptocurrency adoption and the resultant effect on the growth of the global cryptocurrency market capitalization. The Company has no assets other than cash and its business plan is purely conceptual in nature and there is no assurance that it will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made, including but not limited to: statements and expectations regarding the ability of the Company to (i) successfully engage senior management with appropriate industry experience and expertise, (ii) gain access to and acquire a basket of cryptocurrency assets and pre-ICO and ICO financings on favourable terms or at all, (iii) successfully create its own tokens and ICO’s, and (iv) execute on future M&A opportunities in the cryptocurrency space; receipt of required regulatory approvals; the availability of necessary financing; permitting and such other assumptions and factors as set out herein. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks related to changes in cryptocurrency prices; the estimation of personnel and operating costs; general global markets and economic conditions; risks associated with uninsurable risks; risks associated with currency fluctuations; competition faced in securing experienced personnel with appropriate industry experience and expertise; risks associated with changes in the financial auditing and corporate governance standards applicable to cryptocurrencies and ICO’s; risks related to potential conflicts of interest; the reliance on key personnel; financing, capitalization and liquidity risks including the risk that the financing necessary to fund continued development of the Company’s business plan may not be available on satisfactory terms, or at all; the risk of potential dilution through the issuance of additional common shares of the Company; the risk of litigation. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the forward-looking information set out in this presentation, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking 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. 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, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.
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