OTTAWA, Jan. 16, 2019 /CNW/ - Leonovus
Inc. ("Leonovus" or the "Company") (TSXV: LTV) (OTC: LVNSF)
announced today that it has signed a Financing Engagement
Agreement ("FEA") with RockTree Capital Management Limited
("RockTree") to provide certain placement services to the
Company in connection with its planned Security Token Offering
("STO"). RockTree will assist in identifying and introducing
qualified investors to the Company for its private placement
financing transactions in certain Asian jurisdictions, which may be
standalone or in conjunction with transactions in Canada, through the issuance of security
tokens, to be called GAAX, for use in the GALAXA marketplace.
Leonovus also signed an Advisory Engagement Agreement ("AEA")
with RockTree LEX Limited to assist the Company's legal and
accounting advisors with the structure of the STO transactions as
well as the generation, distribution and listing of the GAAX
security token.
RockTree Capital (rocktreecapital.com) is an international
merchant bank with offices in Beijing, New
York, Toronto and
Dubai. RockTree has extensive
expertise in cross-border transactions, mergers and acquisitions,
blockchain, advanced technology, energy and real estate and has
raised billions of dollars in equity and debt on a global
basis.
"We anticipate the Galaxa project will play a major role in the
transformation of the digital marketplace over the coming years,"
said Omer Ozden, RockTree
Chairman and CEO. "As a pioneer in international capital
markets, RockTree is thrilled to continue to bridge North America and Asia by working with Leonovus as they leverage
blockchain technology to transform the cloud computing marketplace
as well as digital securities. Both big data and capital markets
are undergoing a rapid digital evolution, and we are excited to
partner with the Galaxa project cross-Pacific, as the global
blockchain phenomenon continues to grow geometrically."
"I believe that Leonovus is at the forefront of the tokenization
of securities. Indeed, our vision of the Galaxa project could not
be achieved without tokenization. The evolution from the wild west
of the ICOs (Initial Coin Offerings) of the last several years
to STOs (Security Token Offerings) was very much needed.
Having spent the last twenty years running public companies I am
very excited that Leonovus is expected to be one of the first
public companies in the world to complete an STO,"
said Michael Gaffney, Leonovus Chairman and CEO.
"The addition of RockTree to the team adds expertise in
raising funds for token projects and provides the Galaxa
project global reach. RockTree has already been involved in
over sixty (60) token projects. Being able to identify investors
that have the same STO vision as Leonovus is very beneficial,"
said Gaffney.
For the FEA, RockTree will be paid a retainer of $7,500 per month subject to a maximum of
$30,000 and a fee equal to 6.5% of
the gross proceeds. For the AEA, Rocktree will be paid $20,000 to start the project and then a monthly
retainer of $10,000 per month for 3
months, following which the parties will review whether the
retainer should be extended for additional months, along with a
commission, paid in tokens, equal to 0.5% of the total number of
tokens issued.
The Company will also grant RockTree an option to purchase, for
a period of 5 years following the closing of the STO, tokens in an
amount of up to 2% of the total number of tokens issuable by the
Company as a function of RockTree's total funds raised in the
private placements at the price paid by the participants in the
round.
The launch date of Galaxa is planned to occur within 18 to 24
months after the close of financings. The ability to trade the GAAX
Tokens will be subject to our ability to build GALAXA and to
applicable securities and other laws and exchange rules at that
time.
About RockTree Capital www.rocktreecapital.com
RockTree Capital ("RockTree") is a boutique cross-border
merchant bank focusing on pioneering international transactions
between China, the United States, Canada and the Middle East. RockTree has expertise in early
stage and private equity investments, mergers and acquisitions and
IPOs in sectors such as blockchain, information technology,
industrial, energy, consumer products (FMCG) and real estate
projects. RockTree works with its partners to enter new markets
together, locate the right operational and capital partners, and
co-invests in selected high growth projects. RockTree helps
navigate business, financial, and legal landscapes of the world's
most dominant markets by applying an international approach to deal
creation and execution.
Contact: info@rocktreecapital.com
About RockTree LEX
RockTree LEX Limited ("LEX") is a global blockchain professional
services platform. LEX provides cutting-edge legal
compliance, overseas finance, and listing execution on a global
scale. The LEX team in Beijing,
New York and Toronto includes a full team of
multijurisdictional lawyers and finance experts speaking English
and Chinese who provide a truly international solution in a rapidly
evolving blockchain industry and a regulatory framework that is
cross-border at its core. The LEX team has executed over 120 public
security offerings and initial coin offerings (ICOs) and hundreds
of private securities offerings in 18 countries across a broad
range of sectors. LEX's investment partners are Huobi (one of the
largest global cryptocurrency exchanges), ZhenFund (the leading
early stage fund in China), and
DGroup/DFund (one of the most active blockchain and cryptocurrency
funds in Asia).
About the Leonovus Galaxa project. www.galaxa.com
The current cloud storage and compute marketplace is an
oligopoly and GALAXA intends to challenge this market
concentration. Gartner predicts 23%+ compounded growth rates for
enterprise data storage and compute. GALAXA's blockchain technology
is designed to manage this growth either in the cloud or
on-premises and provide an open platform for developers to add new
enterprise products/services.
The GALAXA protocol introduces a new blockchain architecture
designed to accelerate the global development and implementation of
XaaS offerings by independent developers that share a worldwide
network of enterprise-grade distributed data storage and
distributed compute assets.
Unlike the proposed technology of many ICOs and blockchain
projects, much of the core technology for GALAXA is already
designed, developed and deployed by Leonovus. Since it began
operations in 2011, the Company has invested $29
million in the development of its geo-distributed
software-defined storage and distributed compute software. Large
portions of this technology are already in trials with Leonovus
customers. This software is the essential foundation technology for
GALAXA. Leonovus will provide free, perpetual licenses to GALAXA
for this software, which should accelerate the development of XaaS
applications by independent entrepreneurial developers.
The GALAXA hybrid blockchain protocol provides the governance,
risk management and compliance required by large enterprises as
they need to extend standard IT controls into distributed cloud
applications.
Enterprise-class customers need a mechanism to discover, verify
and use distributed services, be they cloud-based or on-premises,
which meets their requirements for flexibility, efficiency,
capability, security and compliance. Similarly, the providers of
these enterprise-class XaaS in the GALAXA marketplace, need a
cost-effective mechanism to make their services available,
including verified capabilities and quality of service, for a broad
vendor-neutral set of customers across multiple verticals and
target markets. GALAXA ensures that the exchange of services
and payments is simple, efficient and verified with a Proof of
Provided Service consensus algorithm and scales to millions of
transactions per second.
This press release may contain forward-looking statements and
information, which may involve risks and uncertainties. The
results or events predicted in these statements may differ
materially from actual results or events. Factors that might cause
a difference include, but are not limited to, competitive
developments, risks associated with Leonovus' growth, the state of
the financial markets, regulatory risks and other
factors. There can be no assurance or guarantees that any
statements of forward-looking information contained in this release
will prove to be accurate. Actual results and future events
could differ materially from those anticipated in such
statements. These and all subsequent written and oral
statements containing forward-looking information are based on the
estimates and opinions of management on the dates they are made and
expressly qualified in their entirety by this notice. Unless
otherwise required by applicable securities laws, Leonovus
disclaims any intention or obligation to update or revise any
forward-looking statements, whether because of new information,
future events or otherwise. Readers should not place undue
reliance on any statements of forward-looking information that
speak only as of the date of this release. Further information on
Leonovus' public filings, including its most recent audited
consolidated financial statements, are available
at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Leonovus Inc.