HALIFAX, NOVA SCOTIA / TheNewswire / February 12, 2018 - NOBELIUM TECH CORP. ("Nobelium" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated February 9, 2018 (the "Letter of Intent") with Blockchain Royalty Corp. ("Blockchain Royalty") to combine their business operations. The proposed combination will result in a reverse takeover of Nobelium by Blockchain Royalty and its shareholders. Nobelium will change its name to Blockchain Royalty Corp. upon closing.
Nobelium is a Capital Pool Company ("CPC") and intends the Transaction to constitute its Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange"). The Transaction will be an arm's length transaction.
Blockchain Royalty and Nobelium will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction (the "Transaction"). The final structure of the Transaction is subject to receipt of tax, corporate and securities law advice for both Blockchain Royalty and Nobelium.
Pursuant to the Transaction it is expected that 85,000,000 Nobelium common shares will be issued to Blockchain Royalty shareholders along with 12,750,000 Nobelium share purchase warrants exercisable at $.10 per Nobelium common share. The shareholders of Nobelium will continue to hold their current number of 12,775,00 common shares, 1,277,500 stock options and 350,000 warrants of Nobelium post closing of the Qualifying Transaction.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The Transaction may require sponsorship and Nobelium plans to provide a news release update should a sponsor be retained. Nobelium's shares have been halted from trading as a result of the announcement of the Transaction. Nobelium expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction. The common shares of Nobelium may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policy.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.
In conjunction with, or prior to the closing of the Transaction, Blockchain Royalty expects to complete a private placement of Blockchain Royalty Subscription Receipts for common shares to raise gross proceeds of a minimum of $2 million dollars (the "Private Placement"). Such Blockchain Royalty Subscription Receipts will automatically convert into Nobelium common shares following closing of the Transaction.
About Blockchain Royalty
Blockchain Royalty is a private corporation under the laws of Canada. Blockchain Royalty is building an asset registry and revenue verification system for the royalty payments market through the implementation of blockchain technology. Blockchain Royalty will start in the energy industry and expand into other industries globally. Blockchain Royalty was founded by Fred Woods and is based in Calgary, Canada.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
A comprehensive press release will be issued by Nobelium when a definitive agreement is finalized with Blockchain Royalty.
For further information:
Erroll Treslan, President of Nobelium T: 519-374-1834 .
Fred Woods, President of Blockchain Royalty T : 403-606-7508
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
(Not for distribution to US wire services or for dissemination in the United States of America)