Netcoins Enters Into Definitive Agreement to Sell Netcoins Inc. Cryptocurrency Operations to BIG Blockchain Intelligence Grou...
Netcoins Holdings Inc. (the “Company
”) (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
ON BEHALF OF THE BOARD OF DIRECTORS
Mark Binns, Chief Executive Officer
For information please contact Netcoins at 778-785-1175 or
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