Lynx Global Signs Definitive Agreement to Acquire a Controlling Interest in DA5

Vancouver, British Columbia--(Newsfile Corp. - April 19, 2021) - Lynx Global Digital Finance Corporation (CSE: LYNX) ("LYNX" or the "Company"), formerly CannaOne Technologies Inc. (CSE: CNNA) (OTC Pink: CNONF) (FSE: 3CT), is pleased to announce that it has signed a definitive share purchase agreement (the "Agreement") in connection with its previously disclosed (see March 16, 2021 news release) acquisition (the "Acquisition") of a 51% equity interest of Philippines-based Direct Agent 5 Inc. ("DA5").

DA5 serves as a remittance and forex licensed entity with Bangko Sentro Pilipinas (the "BSP") and processed over USD $500 million worth of remittance and forex transactional volume over more than 1.4 million transactions in 2020.

"We are very pleased to have been able to complete this definitive agreement with DA5 within a few weeks of signing the MOU," stated Mike Penner, CEO of LYNX. "With over 15 years of operations as a recognized and trusted remittance and forex brand, we are excited to work with Ray Babst, the founder and CEO, on expanding the DA5 brand internationally as the backbone of the Lynx Digital payment platform."

TRANSACTION DETAILS

The Acquisition is expected to close on or before May 1, 2021, or such other date as may be mutually agreed to by the parties (the "Closing Date"). Pursuant to the Agreement, on the Closing Date, the Company will acquire a 51% equity interest in the issued and outstanding common shares of DA5 in exchange for 11,823,800 common shares of the Company (the "Consideration Shares") and 2,000,000 share purchase warrants (the "Consideration Warrants") entitling the holders to acquire an additional 2,000,000 common shares of the Company ("Shares") at a price per Share equal to the closing price of the Shares on the last trading day prior to the Closing Date.

The Consideration Shares and any Shares issued upon exercise of the Consideration Warrants are subject to regulatory and voluntary pooling restrictions on resale in the following aggregate amounts until the following dates: (a) 70% of the Consideration Shares and any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is four months plus one day from the Closing Date; (b) an additional 10% of the Consideration Shares and an additional 10% of any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is one-hundred fifty (150) days from the Closing Date; (c) an additional 10% of the Consideration Shares and an additional 10% of any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is one-hundred eighty (180) days from the Closing Date; and (d) an additional 10% of the Consideration Shares and an additional 10% of any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is two-hundred ten (210) days from the Closing Date. 100% of the Consideration Shares and any Shares issued upon exercise of the Consideration Warrants will also be subject to a statutory hold period of four months and one day.

At the Closing Date, in connection with the Acquisition, the Company will issue the number of Shares, as is equal to 7.5% of the Consideration Shares (the "Finder's Fee"). All Shares issued as part of the Finder's Fee shall be subject to the same resale restrictions as the Consideration Shares as set out above.

The Acquisition will not constitute a fundamental change for the Company and will not result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange).

ABOUT LYNX GLOBAL DIGITAL FINANCE:

Since inception, LYNX (formerly CannaOne Technologies Inc.) has focused on development and deployment of its proprietary online marketplace platform. Integral to the true intent and directive of the long-term planning of these development efforts was an early-stage technology agreement to allow for integration of a payment and financial technology platform to facilitate merchant sales within its online platform. As such, since March 2017 the company has worked closely with payment technology providers in South East Asia, to ascertain the pathways to the greatest potential for future growth in the world's fastest growing digital payment markets. With the existence of ever-evolving international relationships with parties specifically focused on the facilitation of payment processing and bank acquiring infrastructure, the Company sees potential to increase revenue over time with the continued integration and utilization of complete payment processing capabilities within our online marketplace solutions. The Company will look to expand its online client portfolio to include additional business sectors, such as those to service the payment processing requirements of e-commerce providers most effectively.

LYNX seeks to become a global leader in financial technology, solutions, and services for merchants as it works hand in hand with select niche banking partners. LYNX intends to integrate PCI certified payment solutions with its proprietary and proven online marketplace technology platform to offer a truly comprehensive suite of products and services to serve B-to-B merchant clientele. The Company has targeted banking relationships outside of North America, (specifically in SE Asia), and by working with selected banking or licensed EMI partners, our solutions may include merchant acquiring solutions; integrated payment solutions; global eCommerce solutions; core processing and ancillary applications solutions; digital and online marketplace solutions, including internet, mobile and eBanking; fraud, risk management and compliance solutions; electronic funds transfer and network services solutions; and/or card and online retail payment solutions. The Company is focused on organic growth while investigating potential strategic acquisitions, that may contribute critical technology applications, services and immediate revenue streams that can complement or enhance our existing offerings and potentially increase or expedite our path to future profitability. While LYNX believes that significant near-term opportunities exist for the Company's solutions, there can be no assurance that customer agreements will be reached or that such agreements will be profitable should they be implemented.

For more information, please contact:

Michael Penner, CEO
(604) 396-9974
mpenner@lynxgroup.io

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

FORWARD-LOOKING STATEMENTS: Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation, including with respect to the completion of the Acquisition, the planned operations of the Company and any synergies created through the acquisition of a 51% interest in DA5, DA5 providing the Company with the "transaction engine" that will drive the expansion of a global financial ecosystem, LYNX becoming a global leader in in financial technology, solutions and services for merchants and the ability of the Company to grow organically or through strategic aquisitions. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, "will be", or variations of such words and phrases or statements that certain actions, events, or results "will" occur. Forward-looking statements are based on the Company's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of LYNX and DA5 to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures, other costs, or implied future forecasts. There can be no assurance that the acquisition of an interest in DA5 will be completed on the terms described herein, or at all. The Company further again cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to the Company's limited operating history and the need to comply with governmental regulations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and information. LYNX will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80806

info