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ACANA CAPITAL CORP. EXECUTES SHARE EXCHANGE AGREEMENT WITH BLOCKCHAIN TECHNOLOGY GROUP INC.
Delta, British Columbia, September 18, 2017/Acana Capital Corp. [CSE:ACM/FF:711] (the “Company” or “Acana”) is pleased to announce that it has entered into a definitive share exchange agreement (the “Share Exchange Agreement”) with Blockchain Technology Group Inc. (“Blockchain”), pursuant to which the Company will complete a reverse takeover and acquire from the shareholders of Blockchain (the “Blockchain Shareholders”) all of the issued and outstanding shares of Blockchain on the basis of 1.3395 common shares of Acana per common share of Blockchain outstanding at closing (the “Exchange Ratio”), causing Blockchain to become a wholly-owned subsidiary of Acana (the “Acquisition”). Blockchain’s outstanding options and warrants at closing of the Acquisition will become convertible into common shares of Acana, based on the Exchange Ratio. On completion of the Acquisition, the business of Blockchain will become the business of Acana.
Proposed terms of the Acquisition were previously announced in the Company’s news release dated July 28, 2017, following the execution of a letter of intent (the “LOI”) with Blockchain. The Share Exchange Agreement contains some modifications and additions to the terms of the Acquisition from those set out in the LOI, including but not limited to the number of shares of the Company to be issued in the Acquisition and the expected composition of the board of directors and management of the Company. Pursuant to the Share Exchange Agreement, the Company will issue the greater of 27,000,000 common shares of the Company or that number of common shares of the Company equal to the Exchange Ratio multiplied by the number of common shares of Blockchain outstanding at closing of the Acquisition (the “Payment Shares”) to the Blockchain Shareholders, on a pro rata basis, at a deemed price of $0.25 per Payment Share.
A copy of the Share Exchange Agreement will be filed under Acana’s profile on SEDAR at www.sedar.com.
For further details on the terms of the Acquisition, please refer to the Share Exchange Agreement.
Completion of the Acquisition is subject to a number of conditions, including but not limited to satisfactory due diligence and acceptance of the Canadian Securities Exchange (the “CSE” or the “Exchange”). The Acquisition cannot close until the required approvals are obtained and the other conditions to the Acquisition are satisfied. There can be no assurance that the Acquisition will be completed as proposed or at all.
The Exchange has not passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.
Blockchain is headquartered in Vancouver, BC, Canada and is an information technology company. As a developer of blockchain technology solutions, search and data analytics, Blockchain’s proprietary platforms will globally target Governments, Law Enforcement and the FinTech sector. Blockchain presently has two products: QLUE and BitRank. QLUE is an API (application program interface) platform for law enforcement to aid in the fight against financial crimes involving Bitcoin. It incorporates various techniques and advanced search algorithms to detect suspicious activity within Bitcoin transactions use of “dark web” tools such as TOR and other methods commonly used by criminals to cover illegal activities. BitRank is a wallet risk scoring system that uses search and analytics systems to determine safety level of a Bitcoin transaction by ranking the wallets involved in the transaction on the blockchain. Additional information is available on Blockchain website at www.blockchaingroup.io.
ON BEHALF OF THE BOARD
Chief Financial Officer
Certain statements contained in this release may constitute “forward–looking statements” or “forward-looking information” (collectively “forward-looking information”). These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the Acquisition. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
These securities have not and will not be registered under United States federal or state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon. This news release does not constitute an offer of securities for sale in the United States.
CSE has not reviewed this news release and do not accept responsibility for the adequacy or accuracy of the content of this news release.