Global Blockchain and X2 Games Enter into Acquisition Agreement
After the proposed acquisition of X2 Games was announced by BLOC in October, the two companies have entered into a definitive agreement in which BLOC will acquire X2 Games and BLOC will separate its exchange-related interests into a spinout entity. X2 Games will introduce several exciting elements to BLOC, including its current library of interactive gaming projects, as well as the leadership of Nolan Bushnell, the founder of Atari.
VANCOUVER, British Columbia, Dec. 03, 2018 (GLOBE NEWSWIRE) -- GLOBAL BLOCKCHAIN TECHNOLOGIES CORP. (CSE: BLOC.U) (FSE: BWSP) (OTC: BLKCF) ("BLOC", or the "Company") announces that further to the previously announced proposed transaction between BLOC and X2 Games Corp. (“X2 Games”), as announced in a press release dated October 10, 2018, the companies have entered into a definitive agreement whereby the Company will acquire all of the issued and outstanding shares of X2 Games (the “X2 Games Shares”) by way of a three-cornered amalgamation (the “Transaction”). The Transaction will introduce the leadership of Atari co-founder Nolan Bushnell and Hollywood creative director and VFX visionary Zai Ortiz to BLOC’s operations, as BLOC pivots to focus on gaming-related projects.
Pursuant to the terms of the Transaction, BLOC will issue 330,519,541 common shares in the capital of the Company at a deemed price of $0.15 per share in exchange for all of the issued and outstanding X2 Games Shares, for an aggregate purchase price of $49,577,931.15. All intellectual property rights to X2 Games’ current game projects will become part of BLOC, including four digital interactive games for Amazon Alexa. One of these games, titled St. Noire, has a pre-release date set for Q1 2019, with three other Amazon Alexa games set to be launched in early 2019. A trailer of St. Noire can be seen at http://www.st-noire.com/amazon-alexa.
As a result of the acquisition by BLOC of X2 Games, a spinout entity will hold BLOC’s exchange-related interests (the “Spinout”). Only BLOC’s shareholders as of the record date of December 4, 2018, will be entitled to consideration as a result of the Spinout. These interests are as follows:
- All rights, work product, and assets related to the development of the Laser blockchain.
- All holdings of Laser Technologies Corp., Cayman Islands subsidiary of BLOC.
- All rights, work product, and assets related to the development of the Singularity digital asset and forex exchange.
- All rights and work product relating to the business and technology development of Stratus.
- All rights and work product relating to the development of any Middle Eastern Cryptocurrency Spot Exchange.
- Blockchain Technologies DMCC, Dubai subsidiary of BLOC.
- All rights and interests relating to the investment in Hyperion Crypto Exchange Inc.
- BLOC’s investment in Quisitive Technology Solutions Inc.
- All rights in and to agreements between BLOC and Hewlett Packard Enterprise or its affiliates.
Shidan Gouran, President and CEO of the Company, commented “As a result of this transaction, we will have delivered three prosperous lines of business to our shareholders in just over a year’s time. Bringing Nolan and Zai, as well as their creative works into BLOC enables us to build a stronger footing in the ever-growing interactive gaming space. Then, with expanded operations for FORK, and continued developments with our exchange operations in the Spinout, we have a wide range of business interests in our family of companies. We expect things to go well with each of these companies before 2018 is out, with some very exciting prospects on the horizon for 2019.”
The Transaction is subject to the receipt of certain approvals, including regulatory approvals and the approval of shareholders of X2 Games (“X2 Games Shareholders”) at a special meeting to be called of X2 Games Shareholders to approve the Transaction (the “X2 Games Meeting”), and the satisfaction or waiver of certain customary closing conditions. The Board of Directors of X2 Games (the “X2 Games Board”) has unanimously recommended that X2 Games Shareholders vote in favour of the resolution to approve the Transaction, which will be the subject of the X2 Games Meeting expected to be held in the fourth quarter of 2018.
It is currently expected that, subject to receipt of all regulatory, shareholder and other approvals, and the satisfaction or waiver of all conditions, the Transaction will be completed in the fourth quarter of 2018.
More information about X2 Games and its projects can be found at www.x2.games.
On behalf of the Company:
Shidan Gouran, President and CEO
For more information, please contact:
Global Blockchain Technologies Corp. Investor Relations
About Global Blockchain Technologies Corp.
The Company provides investors access to a basket of direct and indirect holdings within the blockchain space.
The Company is focused on streamlining the currently arduous, lengthy, and complicated process that interested investors must undergo to gain exposure to the blockchain space, with a view to becoming the first vertically-integrated originator and manager of top tier blockchains.
BLOC is listed on the Canadian Securities Exchange (“CSE”) and its common shares trade under the ticker symbol "BLOC." Additional information relating to BLOC is available on SEDAR at www.sedar.com, the CSE at www.theCSE.com, as well as on the Company's website at www.globalblockchain.io.
Cautionary Note Regarding Forward-Looking Information
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 Company’s goal of 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. The Company has no assets 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 laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
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.
Released December 4, 2018