Quantum Announces Proposed Transaction with Ordotek Incorporated
Calgary, Alberta--(Newsfile Corp. - July 15, 2019) - Quantum Blockchain Technologies Ltd. (TSXV: QBC.P) ("Quantum") is pleased to announce that it has signed a letter of intent dated July 9, 2019 (the "LOI") with Ordotek Incorporated ("Ordotek"), a corporation incorporated under the Business Corporations Act (Ontario). The LOI outlines the general terms and conditions pursuant to which Quantum and Ordotek propose to complete a transaction that will result in Ordotek becoming a wholly-owned subsidiary of Quantum or otherwise merging with a newly created wholly-owned subsidiary of Quantum (the "Transaction"). The Transaction, if approved, will constitute Quantum's Qualifying Transaction and a Reverse Takeover under the policies of the TSX Venture Exchange (the "Exchange").
The Transaction is an arm's length transaction.
The Transaction is expected to require the security holders of Ordotek to exchange all securities of Ordotek for common shares of Quantum. The transaction will be structured by way of a plan of arrangement, amalgamation, takeover bid, reorganization or other similar form of transaction, as determined following a review of all relevant legal, regulatory and tax matters. The LOI contemplates Quantum and Ordotek entering into a definitive agreement with respect to the Transaction on or before August 9, 2019.
The LOI provides that, pursuant to the Transaction, Quantum will complete a private placement of securities at a price per security to be determined in the context of the market and for minimum gross proceeds of $3,500,000 (the "Private Placement"). Upon closing of the Transaction, it is estimated that the current common shareholders of Quantum will own 7% of the shares of Quantum, that the former shareholders or Ordotek will own 81.66% and that the subscribers under the Private Placement will own 11.34%.
In connection with the Transaction, it is contemplated that Quantum will change its name to "Ordotek Incorporated" or such other name as may be requested by Ordotek and accepted by Alberta Registries and the Exchange. It is also contemplated that the board of directors of Quantum post-Transaction will consist of five directors, one of whom is to be a nominee of Quantum and four of whom shall be nominees of Ordotek.
The LOI provides that completion of the Transaction will be subject to a number of conditions, including: the completion of the Private Placement, the approval from the Quantum shareholders of the proposed name change, approval from the Ordotek shareholders of the Transaction and approvals from the Exchange, securities regulators and third parties as may be required.
The LOI may be terminated if a definitive agreement with respect to the Transaction is not executed and delivered by Quantum and Ordotek by August 9, 2019 or if the Transaction is not completed by September 30, 2019 (unless such dates are extended by the parties).
No finders' fees will be paid in connection with the Transaction.
Quantum is a capital pool company listed for trading on the Exchange. Quantum currently has 5,500,000 common shares issued and outstanding. Quantum has also issued incentive stock options to its directors and officers to acquire up to 375,000 common shares at a price of $0.10 per share until August 29, 2023, and options to its agent under its IPO to acquire up to 300,000 common shares at a price of $0.10 per share until August 29, 2021.
As at March 31, 2019, Quantum had cash and near cash assets, net of liabilities, of approximately $281,000.
Ordotek is based in Toronto, Ontario. It is comprised of a group of highly successful business professionals engineering mutually profitable, win-win, succession scenarios for both investors and profitable business owners.
Ordotek is focused on acquiring profitable, long-established Small-Medium Enterprises (SMEs) with complimentary B2B technology and possessing propriety competitive commercial advantages of application throughout North America.
Further information relating to Ordotek, including the proposed board nominees of Ordotek, will be included in a subsequent press release in connection with the Transaction.
Sponsorship may be required by the Exchange unless exempt in accordance with the policies of the Exchange. Quantum is currently reviewing the requirements for sponsorship. Quantum intends to include any additional information regarding sponsorship in a subsequent press release.
All information contained in this news release with respect to Quantum and Ordotek was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Chief Executive Officer, Chief Financial Officer and Director
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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.
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.
Forward Looking Statements
This press release contains forward-looking statements which reflect management's expectations regarding future growth, results of operations, performance and business prospects of Quantum and Ordotek. These forward-looking statements may relate to, among other things, forecasts or expectations regarding business outlook for Quantum and Ordotek, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions, and can generally be identified by words such as "may", "will", "expects", "anticipates", "intends", "plans", "believes", "estimates", "guidance" or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Quantum and Ordotek. The reader is cautioned not to place undue reliance on any forward-looking information. Although such information is considered reasonable by management at the time of preparation, it may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Quantum and Ordotek does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/46291