BitZERO Blockchain and 1169032 B.C. LTD. Announce Reverse Takeover Transaction and Financing
Vancouver, British Columbia--(Newsfile Corp. - July 16, 2021) - BitZERO Blockchain Inc. ("BitZERO"), a company focused on developing renewable hydroelectric energy that is ESG compliant for high performance computing and data centres in Europe and elsewhere, and 1169032 B.C. LTD. (the "Company" or "1169032") are pleased to announce they have entered into a letter of intent (the "LOI") to complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by BitZERO (the "Transaction"). It is the intention of the parties that the resulting issuer from the Transaction (the "Resulting Issuer") will carry on the current business of BitZERO.
"BitZERO is focused on providing large scale renewable energy supply for high powered computer processing and data businesses. Founded on an established ESG framework, BitZERO operates exclusively within ecosystems that create a harmonious relationship between science, commerce and the environment. BitZERO is committed to adopting the latest technological advancements towards the alignment of sustainable energy resources and global wealth creation," said Mohammed Bakhashwain, President of BitZERO.
BitZERO aims to be the best in class by providing reliable and economical renewable energy with net zero carbon emissions for power grids and computer processing businesses around the world.
Under the terms of the LOI, it is currently anticipated that the Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties. The final structure of the Transaction is subject to receipt by the parties of tax, corporate, and securities law advice.
In accordance with the terms of the LOI, it is expected that the holders of the issued and outstanding common shares in the capital of BitZERO (the "BitZERO Shares") will be issued one (1) common share in the capital of the Company ("Company Share") in exchange for every one (1) BitZERO Share (the "Exchange Ratio") held immediately prior to the Closing.
The LOI includes a number of conditions to the Closing, including but not limited to a reconstitution of the Company's board of directors and management such that they are comprised of BitZERO's nominees, a change in the Company's name to a name requested by BitZERO (the "Name Change"), requisite shareholder approvals including the approval of the shareholders of BitZERO and the Company, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, and other closing conditions customary to transactions of the nature of the Transaction. The Company intends to seek shareholder approval, if required, for the reconstitution of the Company's board of directors, the Name Change, and the Transaction or a component thereof. There can be no assurance that the Transaction will be completed as proposed or at all.
The Company is a "reporting issuer" under the securities laws of the Provinces of British Columbia and Alberta but is not listed on any stock exchange.
Management of the Resulting Issuer
Subject to applicable shareholder and third party approvals, upon completion of the Transaction, all of the Company's current directors and officers will resign and will be replaced by the nominees of BitZERO. The complete details of the Resulting Issuer's board and officers will be disclosed in a future news release.
The Company and BitZERO will provide further details in respect of the Transaction in due course by way of press release. The Company will make available all information including financial information as required by applicable regulatory authorities and will provide, in a press release to be disseminated at a later date, the required disclosure.
Investors are cautioned that any information released or received with respect to the Transaction in this news release may not be complete and should not be relied upon.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Investors are cautioned that, except as disclosed in the management information circular or listing application 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 the Company should be considered highly speculative.
Cautionary Statements Regarding Forward Looking Information
Certain information in this news release constitutes "forward-looking information" under applicable securities laws. "Forward-looking information" is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection. Forward-looking statements are often but not always, identified by the use of such terms as "may", "might", "will", "will likely result", "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target" or the negative and/or inverse of such terms or other similar expressions.
Forward-looking information in this news release includes, but is not limited to, statements relating to: the intentions of the Company and BitZERO to complete the Transaction; and the potential effects of the Transaction.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the ability of the Company and BitZERO to complete the Transaction; the ability of the Company, and BitZERO to attain the respective shareholder and/or director approval of the Transaction; and the ability of the Company and BitZERO to comply with the conditions of the Transaction as outlined herein.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the timing of the closing of the Transaction, including the risks that the conditions to the Transaction, as outlined herein, would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition or transaction will not occur or whether any such event will enhance shareholder value; the non-approval of the board of directors and/or shareholders of the Company and BitZERO of the Transaction; the ability of the Company and BitZERO to continue as a going concerns; the effects of the global COVID-19 pandemic; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company, as applicable; and other risks, uncertainties and factors. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements, except as may be required by law.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. The Company and BitZERO disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of the Company and BitZERO.
For more information, please contact:
BITZERO BLOCKCHAIN INC.
Mohammed Bakhashwain, President
1169032 B.C. LTD.
Richard Paolone, CEO & Director
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/90493