Focused Capital II Corp. Announces Letter of Intent with Fortress Blockchain Corp. for Proposed Qualifying Transaction
TORONTO, ONTARIO–(Marketwired – Feb. 20, 2018) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Focused Capital II Corp. (“Focused Capital II”)(TSX VENTURE:FAV.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V”), is pleased to announce that it has entered into a letter of intent (the “LOI”) with Fortress Blockchain Corp. (“Fortress Blockchain”), a blockchain mining company incorporated under the laws of British Columbia, in respect of a proposed reverse takeover transaction (the “Transaction”) intended to constitute Focused Capital II’s qualifying transaction, as such term is defined under Policy 2.4 of the TSX-V. Pursuant to the LOI, Focused Capital II will acquire all of the issued and outstanding common shares of Fortress Blockchain at an exchange ratio of one (1) Focused Capital II common share (on a post-Consolidation basis) for every one Fortress Blockchain common share (the “Exchange Ratio”), resulting in a reverse takeover of Focused Capital II whereby at least 97.3% of the outstanding common shares (on a non-diluted basis) of the resulting issuer will be owned by the former shareholders of Fortress Blockchain after completion of the Transaction.
The LOI anticipates that the Transaction will be effected by way of a three-cornered amalgamation of Fortress Blockchain and a wholly-owned subsidiary of Focused Capital II to be incorporated in British Columbia, or other similar form of transaction as is acceptable to the parties.
Prior to the completion of the Transaction, Focused Capital II shall have received any requisite approvals by its shareholders to: (ii) consolidate all outstanding common shares of Focused Capital II, namely 6,176,470, on a basis resulting in an aggregate of 1,900,000 common shares of Focused Capital II outstanding post-consolidation (the “Consolidation”); (ii) change its name to “Fortress Blockchain Corp.” or such other name as determined by Fortress Blockchain (the “Name Change”); (iii) complete the continuation of the Company under the laws of the Business Corporations Act (British Columbia) (the “Continuation”); and (iv) replace the incumbent directors of the Company with the nominees of Fortress Blockchain (the “Director Approval”).
Pursuant to the Transaction, the outstanding stock options of Focused Capital II will remain in effect (subject to adjustment for the Consolidation) and all outstanding options and warrants of Fortress Blockchain will be exchanged for options and warrants of the resulting issuer and will be adjusted by the Exchange Ratio.
The board of directors and management of the resulting issuer after giving effect to the Transaction will be comprised of persons nominated by Fortress Blockchain, subject to acceptance by the TSX-V.
The Transaction is subject to completion of certain conditions set forth in the LOI, including, without limitation: approval by the directors of Focused Capital II and Fortress Blockchain; completion of satisfactory due diligence; execution of a definitive agreement; receipt of all necessary shareholder, regulatory (including TSX-V) and third party approvals, including with respect to the Consolidation, Name Change, Continuation and Director Approval, as applicable; and the acquisition by Fortress Blockchain of certain leasehold rights to a 5MW class “A” industrial facility purpose-built and wholly dedicated to crypto-currency mining, which is currently operating at 2MW capacity and located in the Pacific Northwest.
About Fortress Blockchain Corp.
Fortress Blockchain Corp. is a technology-oriented blockchain mining company committed to operating in low cost North American green-energy regions. Fortress Blockchain’s resources are currently dedicated to achieving peak operational efficiency in industrial scale Bitcoin mining, to ultimately deliver an industry leading competitive advantage in performance. Fortress Blockchain is strategically acquiring state-of-the-art mining facilities, including a seminal Washington state facility which has been in continuous operation since 2014, which will also serve as an R&D facility going forward to optimize and build out the next generation of highly scalable blockchain mining infrastructure.
About Focused Capital II Corp.
Focused Capital II, a capital pool company within the meaning of the policies of the TSX-V, was listed on the TSX-V on December 28, 2011. Since April 9, 2014, the common shares of Focused Capital II have traded on the NEX trading board of the TSX-V. Focused Capital II does not have any operations and has no assets other than cash. Focused Capital II’s business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the TSX-V.
Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V, unless exempt in accordance with TSX-V policies or waived by the TSX-V. The Transaction may require sponsorship and Focused Capital II plans to provide a news release update should a sponsor be retained. Trading of the common shares of Focused Capital II remains halted in connection with the dissemination of this press release, and will recommence at such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to Policy 2.4 of the TSX-V. Further details of the Transaction will follow in future press releases.
Forward Looking Statements:
The information provided in this press release regarding Fortress Blockchain has been provided to Focused Capital II by Fortress Blockchain and has not been independently verified by Focused Capital II.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The information in this press release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements, including statements regarding the proposed acquisition by Fortress Blockchain of blockchain mining facilities and the anticipated closing of the Transaction. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied, that the Transaction will be completed on the terms set forth in the LOI, that all conditions to the closing of the acquisition of the proposed seminal Washington state facility of Fortress Blockchain will be satisfied, that the acquisition by Fortress Blockchain of other blockchain mining facilities will be available to Fortress Blockchain on terms presently contemplated and that such acquisitions will have the benefits to Fortress Blockchain anticipated by its management. Although Focused Capital II and Fortress Blockchain consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this press release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction or any proposed acquisitions of blockchain mining facilities by Fortress Blockchain, the risk that the Transaction is not approved or completed on the terms set out in the LOI or at all, the risk that definitive agreements on satisfactory terms are not entered into by Fortress Blockchain to acquire proposed blockchain mining facilities, the risk that any acquisitions completed by Fortress Blockchain do not achieve the benefits anticipated by its management, risks related to the digital currency market such as a decline in digital currency prices, risks relating to electricity and other operating costs in the jurisdictions in which Fortress Blockchain operates and Fortress Blockchain’s ability to successfully mine digital currency. Although Focused Capital II and Fortress Blockchain believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused Capital II and Fortress Blockchain disclaim any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
Attention: Investor Relations
Focused Capital II Corp.
Attention: Rob Leckie, Director