Cresval Capital Corp. (TSXV:CRV) (“
Cresval”) today
announced that it has entered into a non-binding letter of intent
(“
LOI”) to complete a business combination with
Tess Inc. (the “
Proposed Transaction”), a 52%
controlled subsidiary of Riot Blockchain Inc., a NASDAQ listed
corporation. If completed in the manner contemplated by the
LOI, the Proposed Transaction will result in, among other things,
Tess Inc. as a new resulting issuer, being listed on the TSX
Venture Exchange (the “
TSXV”) and changing its
name to “TessPay Inc.” (“
TessPay”). TessPay
is a technology company developing a blockchain-based secure
payment platform for businesses that can guarantee they are paid on
time and in full. Cresval will continue to hold all of its
resource properties and all of its liabilities, with its shares
listed separately on the TSXV.
The Proposed Transaction
The Proposed Transaction will be conditional
upon negotiation and execution of a definitive agreement, which
will include customary representations and warranties and
conditions to closing (the “Definitive
Agreement”). If completed, the Proposed Transaction will
create TessPay as a separate, stand-alone, listed corporation from
Cresval, with all of the shareholders of Cresval also becoming
shareholders of TessPay.
As part of the Proposed Transaction, TessPay
intends to complete a private placement (the “Proposed
Financing”) of an unsecured convertible note (the
“Note”) for gross proceeds of up to
$3,500,000. In the event that for any reason the Proposed
Transaction is not completed, then the escrow release conditions
will not be fulfilled, and all proceeds will be returned to the
subscriber without interest or deduction. The Note will bear
interest at the rate of 5.0% per annum from the closing date of the
Proposed Transaction, and will mature within three years, at which
time if any part of the Note remains outstanding it will
automatically converted into common shares of the resulting
issuer. Subject to certain conversion limitations, every
$0.10 of face value of the Note converted shall entitle the holder
thereof to receive one common share of the resulting issuer.
There will be finders’ fees associated with the
Proposed Financing payable as to 6.0% of the gross proceeds of the
Proposed Financing in cash and broker warrants in an amount equal
to 6.0% of the gross proceeds of the Proposed Financing, with each
such warrant having an exercise price of $0.10 per share and
exercisable for a period of 12 months following the closing date of
the Proposed Transaction.
The number of shares of Cresval to be issued to
the shareholders of TessPay will be determined based on the agreed
upon value of the outstanding common shares of Cresval and the
value of TessPay indicated by the price of the TessPay Shares.
The Proposed Transaction is anticipated to be
completed pursuant to a plan of arrangement. For the
shareholders of TessPay, including the purchaser of the Note upon
the conversion of the Note, such shareholders will receive common
shares of the resulting issuer as part of the Proposed
Transaction. For the shareholders of Cresval, such
shareholders will receive common shares of the resulting issuer and
will remain holders of common shares of Cresval as part of the
Proposed Transaction.
Trading in the common shares of Cresval is
currently halted and is expected to remain halted pending
preparation and filing by Cresval of a management information
circular for a special meeting of its shareholders to consider the
Proposed Transaction, at which time Cresval may request a
reinstatement of trading.
The Proposed Transaction is subject to a number
of terms and conditions as set forth in the LOI, including (without
limitation), the approval of the shareholders of TessPay and
Cresval, the completion of the private placement of Notes by
TessPay, and the receipt of all requisite regulatory, court and
stock exchange approvals. The Proposed Transaction is expected to
be completed in Q1, 2018.
A comprehensive press release with further
particulars relating to the Proposed Transaction will follow in
accordance with the policies of the TSXV.
If completed, the Proposed Transaction will
result in TessPay becoming the first of Riot Blockchain’s
investments to become a public company and will give investors
direct access to the blockchain ecosystem.
“TessPay’s public listing is the next step
forward as we develop our blockchain assets,” said John O’Rourke,
Chairman and Chief Executive Officer of Riot Blockchain. “Bringing
blockchain technologies to the public sector gives investors
greater exposure to these markets and we will continue to seek new
opportunities to expand our investments in the blockchain
ecosystem.”
Jeff Mason, Chief Executive Officer of Tess
said, “The decision to take the company public was two-fold;
firstly, it provides access to traditional capital markets and
secondly, this environment will foster transparency and
accountability. Blockchain technology is all about trust, and
clearly demonstrating this is vitally important in the early stages
of TessPay’s development, providing confidence to investors and
prospective customers alike.”
The blockchain is a decentralized and encrypted
ledger that offers a secure, efficient, verifiable and permanent
way of storing records and other information without the need for
intermediaries. These protocols are the backbone of numerous
digital cryptocurrencies, including Bitcoin, Ethereum and Litecoin.
Blockchain protocols have a wide range of use, including processing
transactions, accounting, verification and proof of ownership
across a far-reaching spectrum of applications.
About Riot Blockchain
Riot Blockchain, Inc., (formerly Bioptix, Inc.)
leverages its expertise and network to build and support blockchain
technologies. It is establishing an Advisory Board with technical
experience intending to become a leading authority and supporter of
blockchain, while providing investment exposure to the rapidly
growing Bitcoin and blockchain ecosystems. For more information,
visit http://www.riotblockchain.com/.
The company continues to maintain its Bioptix
business segment, including its royalty license stemming from an
Exclusive License Agreement with Ceva Santé Animale S.A., providing
an exclusive worldwide royalty-bearing license, until December 31,
2028, to develop, seek regulatory approval for and offer to sell,
market, distribute, import and export luteinizing hormone and/or
follicle-stimulating hormone products for cattle, equine and swine
for the assistance and facilitation of
reproduction.
About TessPay
TessPay is a blockchain company developing a
payments ecosystem for component and sub-component supply chain
settlements (payments). TessPay believes a transition will
occur from the present state wherein payments down a supply chain
are essentially manual (triggered by a manager or trusted party) to
a blockchain protocol that mandates simultaneous payment of all
component and sub-component suppliers when the primary party makes
a payment into the chain. Using TessPay Smart Contracts, a payment
from the primary party in the chain will be automatically
apportioned to all other eligible parties in the chain concomitant
with payment by the primary party. The creditworthy financial
condition of the primary party will facilitate lender involvement
in the supply chain under the security afforded by the TessPay
Smart Contract. The first TessPay smart contracts payment
system will be tailored to the needs of the international
telecommunications industry in respect of cross border telephone
calls. For more information, visit http://tesspay.io/.
About Cresval
Cresval was incorporated under the laws of
British Columbia, and its common shares are listed on the TSX
Venture Exchange under the symbol “CRV”. The Company’s
business is the exploration for mineral resources. The
Company does not currently have any ongoing exploration operations,
and its material assets are mineral claims comprising the Copper
Mineral Claims (now known as the “Mike Claims”), New Raven Claims,
and the Aumax Claims, all located in British Columbia.
Forward-Looking Statements
The information provided in this press release
may include forward-looking statements relating to future events or
the future financial performance of the Company. Because such
statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such
forward-looking statements. Words such as "anticipates," "plans,"
"expects," "intends," "will," "potential," "hope" and similar
expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon
current expectations of the Company and involve assumptions that
may never materialize or may prove to be incorrect. Actual results
and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of
various risks and uncertainties. Detailed information regarding
factors that may cause actual results to differ materially from the
results expressed or implied by statements in this press release
relating to the Company may be found in the Company's periodic
filings on SEDAR, including the factors described in the sections
entitled "Risk Factors" at www.SEDAR.com. The parties do not
undertake any obligation to update forward-looking statements
contained in this press release.
Completion of the Proposed Transaction
and the Proposed Financing are subject to a number of conditions,
including but not limited to, stock exchange acceptance.
There can be no assurance that the Definitive Agreement will be
executed or the Proposed Transaction and/or the Proposed Financing
will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the filing statement or information circular to be
prepared in connection with the Proposed Transaction, any
information released or received with respect to the Proposed
Transaction and/or the Proposed Financing may not be accurate or
complete and should not be relied upon. Trading in the securities
of the Company should be considered to be highly
speculative.
The TSXV has in no way passed upon the
merits of the Proposed Transaction or the Proposed Financing and
has neither approved nor disapproved the contents of this news
release.
NEITHER TSXV NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Media Contacts:
TessPay |
Cresval |
Karen
Chase or Travis Kruse |
Lee
Ann Wolfin, President & CEO |
Russo
Partners, LLC |
Cresval Capital Corp. |
(646)
942-5627 |
Office ph: (604) 682-3701 |
(212)
845-4272 |
Mobile: (604) 913-7788 |
karen.chase@russopartnersllc.com |
lawolfin@cresval.com |
travis.kruse@russopartnersllc.com |
|
|
|
TessPay Investor Contact: |
|
IR@RiotBlockchain.com |
|
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