BLOCKSTRAIN TECHNOLOGY CORP. (TSXV:DNAX; OTC:BKKSF) (“BLOCKStrain” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI”) dated February 28, 2019 with Spark Digital Technologies Inc. (“Spark”). Under the terms of the LOI, the parties have agreed to finalize and enter into a definitive agreement, whereby the Company will acquire all of the issued and outstanding securities of Spark and the business of Spark (the “Acquisition”). In consideration for the Acquisition, the LOI contemplates the issuance of 15,000,000 common shares in the capital of the Company to the shareholders of Spark at a deemed price of $0.26 per share.

About Spark


Spark is the owner of its proprietary platform, IgnitePro™, which was built exclusively for the cannabis industry. The highlights of the IgnitePro™ software platform include:

  • secure infrastructure powered by Microsoft Azure;
  • robust APIs and web services for integration;
  • inventory management and IgnitePro™ Smart Serialization™;
  • document management, regulation and compliance reporting;
  • a mobile companion app for tracking and monitoring; and
  • sophisticated machine learning & AI capability.

The IgnitePro™ technology is connected globally and will be able to travel with cannabis plants and products as they move from cultivation to distribution. IgnitePro™ will produce reports, store documentation and track transports, and, when combined with Blockstrain, is expected to ensure regulation and compliance standards are being met and protected on the blockchain.

Terms of the Acquisition

The parties have agreed to undertake good faith efforts to enter into the definitive agreement on or before April 29, 2019. Entry into the definitive agreement and the closing thereof is subject to certain conditions including completion of each party’s satisfactory due diligence review of the other and receipt of all necessary regulatory approvals, including those of the applicable stock exchange. The Acquisition is a non-arm’s length transaction as Robert Galarza, the CEO of BLOCKStrain, is also a director and a controlling shareholder of Spark, and Tommy Stephenson, the Chief Technology Officer of BLOCKStrain, is also a director and controlling shareholder of Spark. The Acquisition is expected to constitute a reviewable transaction in accordance with Policy 5.3 of the TSX Venture Exchange. Upon closing of the Acquisition, it is expected that the former shareholders of Spark will hold approximately 15.8% of the outstanding common shares of the Company.

The Acquisition is expected to constitute a “related party transaction” as defined in within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as Robert Galarza, the CEO of BLOCKStrain, is also a director and a controlling shareholder of Spark, and Tommy Stephenson, the Chief Technology Officer of BLOCKStrain, is also a director and controlling shareholder of Spark.

Each issuance of Consideration Shares to a related party will be considered a “related party transaction” within the meaning of MI 61-101 but it is expected that each will be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares issued to each related party will not exceed 25% of the Company’s market capitalization.

None of the securities issued in connection with the Acquisition will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

On behalf of the board of directors of BLOCKStrain Technology Corp.

Robert Galarza
Chief Executive Officer
Phone Number: (844) 656-3629

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company, including the statements regarding: the entry into a definitive agreement; the consideration to be payable in connection with the closing of the Acquisition; the percentage of the shares of the Company the former shareholders of Spark will hold following the closing of the Acquisition; the benefits of combining the businesses of Spark and the Company; exemptions from the valuation and minority shareholder approval requirements contained in MI 61-101; and the terms of Acquisition.  Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include: that the applicable stock exchange may not approve the Acquisition as proposed or at all; that the parties may not enter into a definitive agreement in connection with the Acquisition; that the parties may not be able to satisfy the conditions to closing of the Acquisition; adverse market conditions; and other factors beyond the control of the parties. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. 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 the Company. The reader is cautioned not to place undue reliance on any forward-looking information contained in this news release.

SOURCE BLOCKStrain Technology Corp.

For further information: please contact Swapan Kakumanu at swapan@blockstrain.io.

Click here to connect with BLOCKSTRAIN TECHNOLOGY CORP. (TSXV:DNAX; OTC:BKKSF) for an Investor Presentation.

Source: www.newswire.ca

Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of Aurora Cannabis Inc. (NYSE: ACB) between February 13, 2020 and September 4, 2020, inclusive (the “Class Period”), of the important December 1, 2020 lead plaintiff deadline in the securities class action. The lawsuit seeks to recover damages for Aurora investors under the federal securities laws.

To join the Aurora class action, go to http://www.rosenlegal.com/cases-register-1965.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action.

Keep reading... Show less

Trading resumes in:

Company: 4Front Ventures Corp.

Keep reading... Show less

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

  4Front Ventures Corp. (CSE: FFNT) (OTCQX: FFNTF) (” 4Front ” or the ” Company “) is pleased to announce that it has completed its previously announced bought deal prospectus offering (the ” Offering “) of units of the Company (” Units “), for aggregate gross proceeds of C$17,251,150 including full exercise of the over-allotment option granted to the underwriters in connection therewith.

Keep reading... Show less

Bronstein, Gewirtz & Grossman, LLC reminds investors that a class action lawsuit has been filed against the following publicly-traded companies. You can review a copy of the Complaints by visiting the links below or you may contact Peretz Bronstein, Esq. or his Investor Relations Analyst, Yael Hurwitz of Bronstein, Gewirtz & Grossman, LLC at 212-697-6484. If you suffered a loss, you can request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn’t require that you serve as a lead plaintiff. A lead plaintiff acts on behalf of all other class members in directing the litigation. The lead plaintiff can select a law firm of its choice. An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff

Tactile Systems Technology (NASDAQ:TCMD)
Class Period:
May 7, 2018 – June 8, 2020
Deadline: November 30, 2020
For more info: www.bgandg.com/tcmd

Keep reading... Show less

Khiron Life Sciences Corp. (“ Khiron ” or, the “ Company ”) (TSXV: KHRN), (OTCQB: KHRNF), (Frankfurt: A2JMZC), announced today that it has re-filed its unaudited condensed interim consolidated financial statements, together with the notes thereto, for the three and six months ended June 30, 2020 and 2019 (the “ Interim Financial Statements ”) to correct, among other things, certain 2019 comparative period information and to update certain presentation arising from the Company’s early adoption of IFRS 3 in late 2019, which changes were identified in connection with the Company’s review engagement with its auditor. The Company does not consider these adjustments either individually nor in the aggregate, to be material.

The re-filed Interim Financial Statements reflect changes to the Condensed Interim Consolidated Statements of Loss and Comprehensive Loss comparative period to remove transaction fees from the income statement and capitalize them to the applicable acquisition in accordance with the Company’s early adoption of the amended IFRS 3 as set out in Note 2, and to reclassify $1 million from general and administrative expenses to transaction fees for presentation purposes to conform with the Company’s presentation used in its audited consolidated financial statements for the years ended December 31, 2019 and 2018 (the “ Audited Annual Financial Statements ”). The re-filed interim Financial Statements also reflect changes to the Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity to correct the 2019 comparative period balances as they incorrectly reflect Q1 2019 period balances, update certain presentation to conform with the Company’s presentation used in its Audited Annual Financial Statements; and reduce the valuation conclusion of the Company’s acquisition of NettaGrowth International Inc. to conform with the Audited Annual Financial Statements. The re-filed Interim Financial Statements also bring forward the subsequent event note disclosure.

Keep reading... Show less