Vancouver, British Columbia / TheNewswire / February 12, 2018: Tiller Resources Ltd. ("Tiller") (NEX:TIR.H) and Blockchain Foundry Inc. ("BCF") are pleased to announce that they have entered into a definitive business combination agreement (the "Business Combination Agreement") whereby Tiller will combine with BCF to create a blockchain-focused software development company (the "Transaction").
BCF is a private company incorporated under the Business Corporations Act (Ontario) (the "OBCA") and is an emerging blockchain-technology development company. BCF designs and develops commercial blockchain-based solutions for businesses and individual consumers. To learn more about BCF please visit blockchainfoundry.co.
Pursuant to the terms of the Business Combination Agreement, Tiller will acquire all of the issued and outstanding shares of BCF (each, a "BCF Share") pursuant to a three-cornered amalgamation whereby 2618252 Ontario Inc. ("Tiller Subco"), a wholly-owned subsidiary of Tiller, and BCF will amalgamate (the "Amalgamation") to form a newly amalgamated company ("Amalco"). Upon the Amalgamation, former shareholders of BCF ("BCF Shareholders") will receive one common share of Tiller (each, a "Tiller Share") for each one BCF Share held (the "Exchange Ratio") and Amalco will become a wholly-owned subsidiary of Tiller. All outstanding options, warrants and broker warrants of Tiller shall remain outstanding in accordance with their terms. All outstanding options and warrants of BCF shall be exchanged, based on the Exchange Ratio, for options and warrants of Tiller, exerciseable for Tiller Shares on substantially similar terms and conditions.
There are currently approximately 15.8 million Tiller Shares issued and outstanding. On closing, there will be approximately 51.6 million BCF Shares outstanding. As a result of the Transaction, Tiller expects to have approximately 67.4 million issued and outstanding common shares on an undiluted basis. Approximately 23% of those shares will be held by shareholders of Tiller and approximately 77% will be held by former BCF Shareholders. The shares held by new "principals" of Tiller will be subject to such escrow requirements as may be imposed by the securities regulatory authorities.
Upon completion of the Amalgamation, Tiller will be the parent and the sole shareholder of Amalco and thus will indirectly carry on the business of BCF. As a result, Tiller intends to change its name to "Blockchain Foundry Inc." or such other name as determined by the parties (the "Name Change"). Further, it is proposed that the board of directors of Tiller be reconstituted to consist of such directors as Tiller and BCF shall determine, and all existing officers of Tiller shall resign and be replaced with officers appointed by the new board of directors.
The obligations of Tiller and BCF pursuant to the Business Combination Agreement shall terminate in certain specified circumstances, including in the event that the Transaction is not completed by April 30, 2018.
Intention to De-List from the TSXV and to Seek Listing on a Canadian Stock Exchange
In connection with the Transaction, Tiller will be seeking shareholder approval of the Transaction and approval to de-list from the TSX Venture Exchange ("TSXV") and BCF will be seeking shareholder approval with respect to the Amalgamation. The Transaction has been unanimously approved by the boards of directors of BCF and Tiller and both Boards of Directors recommend that their respective shareholders vote in favour of the Transaction and related matters.
The Transaction is subject to a number of conditions, including receipt of shareholder and regulatory approval and approvals of the TSXV and a Canadian stock exchange for listing. The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered to be a non-arm's-length transaction.
As part of the Transaction, Tiller intends to apply to list ("Listing") its common shares on a Canadian stock exchange. Listing is subject to such exchange's approval and meeting applicable listing requirements. Tiller is in the process of preparing the requisite documents for submission to the Canadian stock exchange and will seek written consent to the Transaction and the Listing from a majority of shareholders. There is no assurance that such exchange will provide conditional or final approval of Tiller's application for Listing.
Halting of Trading of Tiller Shares
Trading in the Tiller Shares has been halted as a result of the announcement of the Transaction. Tiller expects that trading in the Tiller Shares will remain halted pending closing of the Transaction, subject to the earlier re-commencement of trading on a Canadian stock exchange (or the TSXV, if the Transaction is not completed), and the filing of the required materials with such exchange.
All information provided in this press release related to BCF has been provided by management of BCF and has not been independently verified by management of Tiller.
For further information please contact:
Tiller Resources Ltd.
Chief Executive Officer
Certain portions of this press release contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continues", "estimates," "scheduled," "anticipates," "believes," "intends," "may," "could," "would" or might, and the negative of such expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward looking information. Such forward-looking statements include, without limitation, receipt of exchange, regulatory, shareholder, director and other approvals and factors.
Forward looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all. Readers should not place undue reliance on such forward-looking statements, as they reflect Tiller's and, where applicable, management of BCF's, current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Tiller and, where applicable, management of BCF, are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties and contingencies. Many factors could cause Tiller's and, where applicable, BCF's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including among others, failure to obtain any of the required exchange, regulatory, shareholder director or other approvals for the Transaction, failure to delist from the TSXV or complete a listing on a Canadian stock exchange, and the Business Combination Agreement being terminated, modified or amended. The preceding list is not exhaustive of possible factors.
Tiller disclaims any intent or obligation to update or revise publicly any forward-looking statements whether as a result of new information, estimates, future events or results, or otherwise, unless required to do so by applicable laws. The forward looking statements contained herein are expressly qualified in their entirety by this cautionary statement.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. Neither the 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.