Netcoins Holdings Inc. (the “Company” or “Netcoins Holdings”) (CSE: NETC), announces that it has entered into a share purchase agreement ("Definitive Agreement") with BIG Blockchain Intelligence Group Inc. (“BIG”) regarding the sale of the Netcoins Inc., NTC Holdings Corp., and NTC Holdings USA Corp. (all together referred to as “Netcoins Subsidiaries”) to BIG (the “Transaction”). 

The total purchase of the Netcoins Subsidiaries to be paid by BIG is valued at approximately $3 million payable by the issuance of 37.5 million BIG shares at a deemed price of $0.08 per share (“Payment Share”). In connection with the Transaction, BIG will be purchasing all of the issued and outstanding common shares of the Netcoins Subsidiaries. The Netcoins Subsidiaries will include a target net working capital of approximately $750,000. Subject to approval by shareholders and the Canadian Securities Exchange (the “CSE”), the Company intends to distribute the Payment Shares by way of a special dividend or distribution out of earnings or surplus. In connection with the Transaction, it is intended that certain principal management and employees of the Netcoins Subsidiaries will continue with BIG. Further, Mark Binns will resign from the Company upon closing, and will join BIG Blockchain Intelligence Group.

Transaction is expected to be completed on or about July 8, 2019 (the “Closing Date”). Completion of the Transaction remains subject to certain closing conditions and obtaining all necessary approvals, including the approval of the CSE and the approval of shareholders of the Company and other conditions which are customary for transactions of this nature.

About Netcoins Holdings

The Company is in the business of developing software to make the purchase and sale of cryptocurrency easily accessible to the mass consumer and investor through brokerage services.

ON BEHALF OF THE BOARD OF DIRECTORS

“Mark Binns”

Mark Binns, Chief Executive Officer

For information please contact Netcoins at 778-785-1175 or ir@gonetcoins.com.

The CSE does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding “Forward-Looking” InformationThis information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.