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CoinAnalyst Corp. (CSE: COYX) (FSE: 1EO) ("CoinAnalyst" or the "Company") is pleased to announce that it has signed a Share Purchase Agreement ("SPA") with RockStock Equities Inc. ("RockStock") and all of the shareholders of RockStock dated April 1, 2022, which is the definitive agreement governing its previously announced acquisition of all of the issued and outstanding shares of RockStock for aggregate consideration of $937,500 (the "Transaction"). The closing of the Transaction is expected to occur on or about April 6, 2022. Transaction details and remaining steps are described more fully below. All dollar amounts are quoted in Canadian Dollars.
About RockStock
RockStock Equities Inc.'s vision is to capitalize on the dramatic impact of blockchain technology, cryptocurrencies, and NFTs on a once beleaguered music industry. With a primary focus on developing an artists/fans platform (the "RockStock Platform"), RockStock intends to facilitate and empower artists through a state-of-the art app platform allowing artists to directly monetize their music, create "pay-per-view" performances and participate in the exciting new world of NFT revenue generation. For the fans, it is an opportunity to connect and support the artists they love through a multi genre, online competition and participate in profit opportunities to be created through the purchase of artist security tokens and NFTs. For more information about RockStock, please visit www.myrockstock.com.
"We are excited to welcome RockStock into the CoinAnalyst family. The music industry has shown a great deal of interest in embracing blockchain technology, and we believe that the RockStock Platform, along with artist empowerment will set us apart from the competition. In addition, the data will help drive our Insights Platform to provide a unique perspective into the world of music. Imagine coming across the next star, before they gain superstardom. This acquisition gives us the foundation to make that possible," said Pascal Lauria, CEO and Co-Founder of CoinAnalyst.
Overview of the Transaction
Pursuant to the SPA, the Company has agreed to purchase all of the issued and outstanding common shares of RockStock (the "RockStock Shares") for consideration of $937,500 (the "Purchase Price") in accordance with the terms consistent with the binding letter of intent (the "LOI") executed on January 20, 2022. The Company will issue an aggregate of 3,750,000 common shares in the capital of CoinAnalyst (the "Consideration Shares") at a deemed price of $0.25 per share to the shareholders of RockStock (the "RockStock Shareholders"), pro rata in proportion to their holdings in RockStock. The parties to the SPA agreed that an additional up to 250,000 common shares in the capital of CoinAnalyst (the "Earnout Shares") at a deemed price of $0.25 per share shall be issued to the RockStock Shareholders, pro rata in proportion to their holdings in RockStock, if, at the end of 6 months period immediately following the closing of the Transaction, RockStock has developed a minimum viable product ("MVP") for its mobile app and web app of the RockStock Platform.
The securities issued pursuant to the Transaction are subject to contractual restrictions on trading (the "Lock-Up Agreements"), and will be released to each RockStock Shareholder as follows: (i) 10% of the Consideration Shares at the closing and 15% increments on each successive three months anniversary of closing; and, in the case of the Earnout Shares, 10% of the Earnout Shares to be released on the date of issuance of the Earnout Shares and 15% increments on each successive three months anniversary of the date of issuance.
The Company will appoint David Abbott, the principal of RockStock, to its board of directors (the "Board"). In addition, the Company will enter into consulting agreements with David Abbott and Christelle Dussault.
The Transaction, including the proposed issuance of Consideration Shares and Earnout Shares, is subject to customary closing conditions including the receipt of any required regulatory and exchange approvals.
About CoinAnalyst
CoinAnalyst focuses on the business which includes an artificial intelligence ("AI")-based big data analytics platform (the "Platform") that enables investors in the digital asset sector and other industries to access a dashboard. The dashboard monitors and analyzes real-time data from the digital asset market (Coins/Tokens/NFTs/initial offerings). The Company's software monitors news sources, tracks influencers, scans online social media, and provides sentiment analysis, forecast and trade signals on the top 300 digital assets. Additionally, the software system provides news, price quotes and allows for messaging.
To learn more about CoinAnalyst, please visit https://coinanalyst.tech/en/.
For more information, please contact:
Andrew Sazama
Chief Operating Officer and Director
Email: contact@coinanalyst.tech
Phone: + 49 69 2648485 - 20
Forward-Looking Information and Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company's ability to close the Transaction on or about April 6, 2022; the ability of RockStock to develop MVP within prescribed time or at all; the ability of RockStock to capitalize on blockchain technologies, cryptocurrencies and NFTs; the ability of RockStock to develop and maintain the RockStock Platform; the ability of RockStock to add develop functionality of the RockStock Platform which will allow for monetization, "pay-per-view" performances and NFT generations; the appointment of David Abbott to the Board; the entering into the consulting agreements; the entering into the Lock-Up Agreements; the ability of RockStock to develop MVP for mobile and web apps of the RockStock Platform within prescribed time or at all; and the parties' ability to satisfy closing conditions and receive necessary approvals;
Forward-looking information in this news release is based on certain assumptions and expected future events, namely: the Company's ability to continue as a going concern; the continued commercial viability and growth in popularity of the RockStock's Platform; the continued approval of the Company's activities by the relevant governmental and/or regulatory authorities; the continued development of the RockStock's technologies, including the RockStock Platform; the continued growth of the Company and RockStock; RockStock's ability to finance the development of the MVP; the Company's ability to finance the closing of the Transaction; and the ability of the Company to fulfil the requirements of the Canadian Securities Exchange in respect of the Transaction.
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 but not limited to: the potential inability of the Company to continue as a going concern; the risks associated with the technology, cryptocurrency and data industries in general; incorrect assessment of the value and potential benefits of the Transaction; risks associated with potential governmental and/or regulatory action with respect to the Company's activities; risks associated with the Company's potential inability to obtain regulatory approval with respect to the Transaction; the Company's inability to close the Transaction on or about April 6, 2022; the risks associated with the technology, cryptocurrency and data industries in general; increased competition in the technology, data and AI markets; the potential future unviability of the Company's and RockStock's services or product offerings; the inability of RockStock to develop MVP within the prescribed time or at all; the inability of RockStock to capitalize on blockchain technologies, cryptocurrencies and NTFs as intended or at all; the risks associated with the development and maintenance of the RockStock Platform; and the risks with respect to market demand for RockStock's products.
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 the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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.
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/119149
