Blox, Inc. Announces Closing of Amalgamation, US$1 Million Private Placement, and Appointment of New Officers and A Director
March 05 2014 - 7:56PM
Marketwired
Blox, Inc. Announces Closing of Amalgamation, US$1 Million Private
Placement, and Appointment of New Officers and A Director
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 5, 2014) - Blox,
Inc. (OTCQB:BLXX) ("Blox" or the "Company") is pleased to announce
it has completed its acquisition of International Eco Endeavors
Corp., a private British Columbia, Canada corporation ("Eco
Endeavors"), on February 27, 2014, pursuant to the terms of an
amalgamation agreement, as amended (the "Amalgamation Agreement"),
among Blox, Ourco Capital Ltd. ("Ourco"), Blox's wholly-owned
subsidiary, Eco Endeavors, and two affiliated subsidiaries of Eco
Endeavors. Blox closed the Amalgamation Agreement and completed the
amalgamation of Ourco and Eco Endeavors under the name "Blox Energy
Inc." ("Amalco"), thereby acquiring all of the issued and
outstanding shares of Amalco on February 27, 2014. Following the
amalgamation, Blox became a renewable energy company that
indirectly owns an operating biogas plant in Hungary. Blox is also
engaged in the development of other renewable energy projects and
intends to expand into the provision of renewable energy services
by applying sustainability initiatives to the industries of mining,
technology, and infrastructure development.
Pursuant to the terms of the Amalgamation Agreement, and on the
closing date thereof, all of the issued and outstanding common
shares of Eco Endeavors were cancelled, and the former shareholders
of Eco Endeavors received in exchange 60,000,000 units of Blox on a
pro rata basis. Each unit consists of one common share and one
share purchase warrant, each warrant exercisable into an additional
common share of Blox at an exercise price of US$0.05 per share for
a period of five years from the closing date. Based upon the price
of the concurrent financing of US$0.05 per unit, the aggregate
value of the common shares issued to the former Eco Endeavors
shareholders was US$3,000,000.
In connection with the closing of the Amalgamation Agreement,
Blox completed a non-brokered private placement, pursuant to which
Blox issued an aggregate of 20,000,000 units at a price of $0.05
per unit for gross proceeds of US$1,000,000. Each unit consisted of
one common share and one share purchase warrant, each warrant
entitling the holder to acquire an additional common share at the
exercise price of US$0.05 for a period of five years from the
closing of the financing.
"The completion of this transaction serves as a significant
milestone in the foundation of Blox," says the Company's new
President and Chief Executive Officer, Robert Abenante. "As we
proceed with our planned acquisitions, we are confident the
continued growth will enable us to capitalize on many global
opportunities." Blox anticipates closing its acquisition of Quivira
Gold Ltd., as announced in its news release dated June 24, 2013, in
the coming quarter.
Upon the closing of the Amalgamation Agreement, the Company's
board of directors appointed Robert Abenante as a director of Blox
and Robert Abenante, Cedric Wilson, and Robert Ironside were
appointed directors of Amalco. Effective as of the closing of the
Amalgamation Agreement, Ronald Renne resigned from all executive
officer positions and Robert Abenante was appointed as Chief
Executive Officer and President, Kimberly Gillett was appointed
Corporate Secretary, and Marco Parente was appointed as Interim
Chief Financial Officer.
"We are pleased to welcome Mr. Abenante and his team to Blox.
The amalgamation brings years of experience in the renewable energy
industry to the Company and we are confident this transaction will
play a significant role in realizing the Blox vision," says the
Company's Chairman, Ronald Renne.
Following the closing of the transaction, Blox had 101,572,464
common shares issued and outstanding. Blox anticipates filing a
current report on Form 8-K, which will include the information
required by a registration statement on Form 10, on EDGAR and SEDAR
on or before March 5, 2014. The Form 8-K will include additional
details regarding the terms of the Amalgamation Agreement, other
agreements entered into pursuant to the Amalgamation Agreement, and
financial statements for Eco Endeavors.
FORWARD-LOOKING STATEMENTS
Statements contained herein that are not historical facts
may be forward-looking statements within the meaning of the
Securities Act of 1933, as amended. Forward-looking statements
include statements regarding the intent, belief or current
expectations of Blox and its management, such as statements that
Blox intends to expand its renewable energy portfolio and Blox
anticipates closing its previously announced merger with gold
company Quivira Gold Ltd. in the next quarter. Such statements
reflect management's current views, are based on certain
assumptions and involve risks and uncertainties. Actual results,
events, or performance may differ materially from the above
forward-looking statements due to a number of important factors,
and will be dependent upon a variety of factors, including, but not
limited to Blox's ability to obtain additional financing; Blox's
ability to satisfy the conditions in the merger agreement with
Quivira Gold Ltd.; adverse market conditions; risks inherent in the
mining industry in general; and risks relating to mining operations
in Ghana. Blox undertakes no obligation to publicly update these
forward-looking statements to reflect events or circumstances that
occur after the date hereof or to reflect any change in Blox's
expectations with regard to these forward-looking statements or the
occurrence of unanticipated events. Factors that may impact Blox's
success are more fully disclosed in Blox's most recent public
filings with the U.S. Securities and Exchange Commission.
Blox, Inc.Robert AbenanteCEO and
Presidentinvestors@bloxinc.com
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