CoinAnalyst Corp (CSE: COYX) (FSE: 1EO) ("CoinAnalyst" or the "Company"), is pleased to announce that it has entered into a non-binding letter of intent dated October 14, 2022 (the "LOI") with QuantGate Systems Inc. (OTCQB: QGSI) ("QuantGate") pursuant to which the Company and QuantGate will enter into a business combination by way of a share exchange, three-corner amalgamation, merger, amalgamation, arrangement or other similar form of transaction (collectively, the forgoing with any related transaction, the "Transaction") which will result in QuantGate and all of its subsidiaries and affiliates becoming directly or indirectly wholly owned subsidiaries of CoinAnalyst (upon completion of the Transaction, referred to as the "Resulting Issuer").
The Transaction will therefore result in a reverse take-over of CoinAnalyst by QuantGate whereby the existing shareholders of QuantGate will own a majority of the outstanding common shares of CoinAnalyst. The Resulting Issuer will be a technology issuer and its primary business will be that of QuantGate's business.
The acceptance of the LOI will be followed by good faith negotiations of definitive documentation, including a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") among the parties setting forth the detailed terms of the Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of the similar nature and magnitude of the Transaction.
About the Combined Companies
CoinAnalyst is a Frankfurt-based startup, with its headquarters located in Toronto and sales infrastructure in the United States and Europe. CoinAnalyst uses machine learning algorithms to detect and provide social sentiment analysis for cryptocurrencies and its shared underlying Big Data/AI platform is currently used by several of the largest Fortune 500 companies in the German automotive industry, as well as aviation industries.
The addition of CoinAnalyst's technology fits into QuantGate's overall strategy to expand its product offerings and distribution. CoinAnalyst would bring big data expertise and AI technology, subscribers to a monthly electronic newsletter, and AI Based analytic tools for cryptocurrency investors. Together with QuantGate's near term opportunity signals, the Resulting Issuer anticipates that it will offer an attractive analytical package to trading firms and traders of all asset classes.
The combined Big Data and AI/ML features would allow the new entity to expand its services to Banking, Finance Services, Payments, and Insurance, which has a market size of USD 15.65 Billion in 2020 and is expected to reach USD 86.68 Billion in 2027.
"We originally connected with QuantGate to form a strategic partnership," stated Pascal Lauria, Founder and CEO of CoinAnalyst, "But we quickly realized that a merger between the two companies has the ability to deliver big data & AI based fintech products in both the traditional finance and digital asset markets. We look forward to a combined entity rolling out best-in-class solutions."
Govin Misir, CEO of QuantGate: "I am excited to lead this team into the future. The proposed combination of our two companies marks an important milestone in our mission to provide cutting-edge big data solutions to the banking, financial services, insurance, and payment industries. The anticipated synergies between our two teams will position the combined entity to deliver solutions that help our clients stay ahead of the curve."
About the Transaction
Upon completion of the Transaction, CoinAnalyst shall represent in aggregate approximately three percent (3%) of the issued and outstanding common shares of the Resulting Issuer and QuantGateshall represent approximately ninety-seven percent (97%). Concurrent with the completion of the Transaction, the common shares of CoinAnalyst (the "Common Shares") shall be consolidated on a basis of 14.02 current Common Shares (the "Consolidation Ratio") for 1 post-consolidation Common Share prior to closing (the "Consolidation"), such that there will be approximately 6,046,018 common shares of the Resulting Issuer (the "Resulting Issuer Shares") issued and outstanding to the former security holdersof CoinAnalyst upon the completion of the Transaction; and approximately 282,806,297 Resulting Issuer Shares will be held by the former security holders of QuantGate.
In connection with the entering into of the Definitive Agreement, certain directors, officers, and significant shareholders of CoinAnalyst will also enter into lock-up agreements for a period of six months.
CoinAnalyst will change its company name to such name as QuantGate may determine which shall become effective concurrent with the completion of the Transaction.
There are no finders' fee payable in connection with the Transaction.
In conjunction with the Transaction, QuantGate may complete a private placement to raise gross proceeds of approximately $5,000,000 (the "Private Placement"). QuantGate anticipates using the net proceeds of the Private Placement to satisfy the business development, working capital requirements of the Resulting Issuer, and the development of the Company's entity, RockStock Equities Inc. The completion of the Private Placement is currently not contemplated to be a closing condition of the Transaction.
QuantGate Systems Inc. (OTCQB: QGSI) is a publicly-traded fintech company operating for over ten years, developing sophisticated Artificial Intelligence (AI), Machine Learning (ML), and proprietary big-data processing algorithms and analytics to deliver SaaS solutions and seamless API integration. Pilot Trading (www.pilottrading.co) is a 100% wholly-owned subsidiary of QuantGate. Our core intelligence identifies investment opportunities across multiple asset classes, rooted in the financial markets, and perfected for cryptocurrency exchanges, enabling our valued clients to make better-informed investment decisions. Turnkey solutions and efficient APIs, founded on robust and scalable SaaS architecture, easily allow 3rd party integration for onboarding existing users and scaling globally.
Significant Conditions to Closing
The completion of the Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement respecting the Transaction and accompanying transaction documents, approval by the boards of directors of each of CoinAnalyst and QuantGate, approval of the shareholders of QuantGate (if necessary) and the Company, obtaining necessary third party approvals, Canadian Securities Exchange (the "CSE") acceptance, and completion of the Consolidation. There can be no assurance that the Transaction will be completed as proposed, or at all.
Upon completion of the Transaction, it is anticipated that the board of directors of CoinAnalyst will resign, and QuantGate shall appoint a new board of directors and management of the Resulting Issuer.
The financial information of both companies and the biographical information of the anticipated directors and officers of the Resulting Issuer shall be provided in accordance with the policies of the CSE in a subsequent press release upon the entry of the Definitive Agreement.
About the Company
CoinAnalyst provides an artificial intelligence-based big data analytics platform that enables investors in the digital asset sector and other industries detailed AI-powered analysis of market sentiment, fundamentals, and technical indicators. The platform monitors and analyzes real-time data from the digital asset market. The software monitors news sources, tracks influencers, scans online social media, and provides sentiment analysis, forecasted trade signals on the top 300 digital assets (more are added regularly). Additionally, the software system provides news, price quotes, and allows for messaging.
The SaaS platform is accessed through a monthly subscription model, which ranges in price depending on whether the plan is basic, professional, or corporate. To learn more about CoinAnalyst: www.coinanalyst.tech.
Forward-Looking Statements Disclaimer and Reader Advisory:
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful.
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Examples of forward-looking statements in this news release include the: (i) the anticipated business combination of QuantGate and CoinAnalyst resulting in the Transaction; (ii) the majority ownership of the Resulting Issuer by the QuantGate existing shareholders; (iii) the negotiation of the Definitive Agreement; (iv) the business fit of CoinAnalyst and QuantGate and the various elements that CoinAnalyst brings to the table; (v) the anticipated share structure and equity ownership percentages of the Resulting Issuer; (vi) the expansion of the Resulting Issuer into the banking, finance services, payments, and insurance industry; (vii) comments by Mr. Misir related to the anticipated combination of the two companies, and the resulting synergies; (viii) comments by Mr. Lauria related to the product delivery of the Resulting Issuer and offering best-in-class solutions; (ix) the anticipated Consolidation of the Common Shares; (x) the entry of lock-up agreements by directors, officers, and shareholders of CoinAnalyst and the change of name of CoinAnalyst; (xi) the anticipated Private Placement and the accompanying terms; (xii) the anticipated conditions to the closing of the Transaction; and (xiii) the release of financial and biographical information in a future press release upon signing of the Definitive Agreement. These forward-looking statements are based on assumptions as of the date they are provided, including assumptions that the Transaction will be consummated in accordance with the terms of the LOI, a Definitive Agreement will be reached, all conditions of the Transaction will be fulfilled, the execution of the business strategies by the management of both companies, the Resulting Issuer realizing expected synergies, no adverse regulatory changes to the companies' industries, and general market and financial economic stability, and that all necessary regulatory and shareholder approvals being obtained. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the QuantGate's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: that regulatory approval, including that of the CSE, is not obtained; that the closing conditions for completion of the Transaction are not satisfied; general economic, market and business conditions in Canada and globally; market volatility; management's inability to implement its business plan; unforeseen delays in the timelines for any of the transactions or events described in this press release; and the risk of regulatory changes that may impact the business of the QuantGate or CoinAnalyst. All forward-looking information is qualified in its entirety by this cautionary statement, and the QuantGate disclaims any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Neither the CSE nor its Regulation Service Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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