VANCOUVER, British Columbia, Sept. 28, 2018 (GLOBE NEWSWIRE) -- Belvedere Resources Ltd. (TSX-V:
BEL) (the “Company”) is pleased to announce that it has entered into a binding definitive share exchange
agreement dated September 27, 2018 (the “Definitive Agreement”) with BlockCoBuilders Inc.
(“BlockCo”), to provide for the completion of a business combination with the Company (the
“Transaction”), as more particularly described below. The Transaction was initially announced in a Company press
release dated June 13, 2018, indicating the Company and BlockCo had entered into a binding letter of intent in respect of the
Transaction. The combined entity (the “Resulting Issuer”) will continue the business of BlockCo, being a
technology issuer with a focus on developing blockchain-based software technologies and applications.
The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement,
including (among other things) the approval of the TSX Venture Exchange (the “Exchange”). If completed, the
Transaction will constitute a “Change of Business” transaction pursuant to Policy 5.2 – Changes of Business and Reverse
Takeovers (“Policy 5.2”) of the Exchange.
The Transaction
Pursuant to the Definitive Agreement, the Company will acquire all of the issued and outstanding securities of
BlockCo from its shareholders in exchange for 16,600,000 common shares of the Company at the closing of the Transaction for
aggregate deemed consideration of $13,612,000 (based on the price of $0.82 per share, being the last closing price of the common
shares of the Company prior to the announcement of the Transaction). Upon completion of the Transaction, BlockCo will become a
wholly-owned subsidiary of the Company and the Company will change its name to “Helix Applications Inc.” or such other name as the
parties may reasonably agree upon.
The Transaction is conditional upon, among other things:
- the confirmation of representations and warranties of each of the Company and BlockCo as set out in the Definitive Agreement
being true and correct at the closing of the Transaction;
- the absence of any material adverse change in the condition (financial or otherwise), of the assets of each of the parties;
- the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party
approvals and authorizations;
- the parties obtaining requisite board approvals for the Transaction;
- each of the parties required by the Exchange entering into an escrow agreement upon the terms and conditions imposed pursuant
to the policies of the Exchange;
- Belvedere completing one or more private placement financings for minimum aggregate gross proceeds of not less than
$2,000,000 (see the Company’s August 27, 2018, June 20, 2018 and June 14, 2018 press releases); and
- the Resulting Issuer meeting the applicable Initial Listing Requirements of the Exchange as a Technology Issuer (pursuant to
Policy 2.1 – Initial Listing Requirements of the Exchange).
Sponsorship of a “Change of Business” transaction is required by the Exchange unless an exemption or waiver from
sponsorship requirement is available. The Company intends to apply for an exemption from the sponsorship requirements pursuant to
the policies of the Exchange.
The Company is preparing and will submit a filing statement in connection with the Transaction in due course
(the “Filing Statement”).
About BlockCo and its Business
As initially disclosed in the Company’s June 13, 2018 press release, BlockCo is a technology company
incorporated under the Canada Business Corporations Act, with a focus on developing blockchain-based software technologies
and applications. Its first project is the development of a blockchain software application for trucking and logistics businesses
(the “Trucking Application”). This Trucking Application aims to provide a low-cost software for small and
medium sized trucking companies that either deliver or collect along the same or similar routes. This software allows those
companies the ability to visualize their routes on a map and make changes digitally, rather than on paper, as many have done in the
past.
BlockCo has a working demo of this Trucking Application. It is believed this will be one of the first
blockchain-based products to be sold in the market. Once the Trucking Application is operational and commercialized, BlockCo
expects to develop other blockchain-based software applications, targeting other industries.
On June 11, 2018, BlockCo undertook a number of transactions by which in exchange for common shares of BlockCo,
it acquired 100% of the intellectual property and interests in the Trucking Application, along with other intellectual property
that BlockCo may apply to future blockchain applications, from Tom Thompson (a founder, President and holder of 79% of the
outstanding shares of BlockCo), from Brad Dunne (a founder, Secretary and treasurer and holder of 18% of the outstanding shares of
BlockCo) and from a third party.
Financial information regarding BlockCo for the period ended July 31, 2018 is now available, and provides the
following: (i) as at July 31, 2018, BlockCo had assets of $1,952,014 (of which $1,928,512 is comprised of intellectual property)
and liabilities of $6,935; and (ii) for the period of seven months ending July 31, 2018, BlockCo had no revenues and expenses of
$136,133. This financial information is unaudited at this time, but will be included in the Filing Statement and will be
presented on an audited basis.
About the Resulting Issuer
Directors and Officers
The Company reconfirms that its current Board of Directors and senior management is anticipated to be the
directors and officers of the Resulting Issuer upon completion of the Transaction (other than Brad Dunne, who is expected to be
appointed as Chief Operating Officer of the Resulting Issuer). For a reminder, the following is information on each of these
individuals:
Rufus Round (CEO and Director) - Mr. Round has been an early adopter
of and investor in blockchain technology. He is an expert in financial markets and believes blockchain will be the foundation for
the next generation of enterprise financial applications. Formerly an investment manager with over twenty years of experience in
multi-asset investment, he most recently managed funds at award winning London-based hedge fund, Cheyne Capital. Prior to that, he
was a partner at niche arbitrage specialist Boston & Alexander, also based in London.
Brian Hinchcliffe (Executive Chairman) - Mr. Hinchcliffe has been
involved in projects in the natural resources sector for nearly 20 years and has sat on the board of directors of numerous publicly
listed companies. He served as Vice President at Goldman Sachs for ten years before launching an entrepreneurial career. Mr.
Hinchcliffe is a co-founder of Kirkland Lake Gold Inc. and previously served as its President and CEO. Mr. Hinchcliffe is currently
Executive Chairman of Rupert Resources and BTL Group Ltd.
Alice Reimer (Director) - Ms. Reimer is a successful tech
entrepreneur and dedicated community mentor and leader. She co-founded Calgary-based Evoco, leading the innovative software firm
from initial concept through to a 2012 acquisition. Evoco's technology became the standard construction management system for
global retailers including Home Depot, Walmart and Luxottica. Most recently, Alice was the CEO of Chaordix, a pioneering software
leader in the crowdsourcing and open innovation space, with global clients including LEGO, Procter & Gamble, KPMG and IBM.
Max Hinchcliffe (Director) - Mr. Hinchcliffe started his career at
Morgan Stanley where he worked closely with its research and banking divisions as a desk analyst covering industrial and material
stocks. He has spent the last two years as the VP of finance at Rupert Resources Ltd. where he was involved in budgeting for its
exploration program and examining potential new investments.
Mike Sutton (Director) - Mr. Sutton, is a geologist who has worked
in some of the largest gold camps in the world, including Witwatersrand, Timmins and Kirkland Lake, serving in various capacities
related entirely to the exploration and mining of gold. Mr. Sutton was awarded the Prospector of the Year for Ontario for the
discovery of the South Mine Complex while he was Chief Geologist and Assistant Manager at Kirkland Lake Gold Inc. Mr. Sutton is
currently a director of Galway Gold Inc., Galway Metals Inc. and Rupert Resources Ltd., all of which are listed on the
Exchange.
Brad Dunne (Proposed Chief Operating Officer) - Mr. Dunne combines
his experience in accounting with a drive for finding efficiencies through data automation. His deep understanding of joint venture
contracts and the energy industry led him to blockchain technology as a solution to the complex world of oil and gas joint venture
contracts. He has over five years of accounting, financial analysis and forecasting experience in Canada’s energy sector as well as
eight years of experience in project management and sales in the commercial manufacturing sector. Most recently, he developed
business logic and automation systems for the transfer of production accounting contract data for Calgary-based Canadian Natural
Resources Limited.
Steve Cuthill (Chief Financial Officer and Corporate Secretary) -
Before joining the Company in 2003, Mr. Cuthill served as Treasurer for Sovereign Oil & Gas Plc in London, UK and held accounting
positions with several mineral resource companies including, Operations Accountant (N. America) with Homestake Mining Ltd.
Financings
The Company continues to work towards completion of its previously announced non-brokered and brokered private
placement of subscription receipts being completed in connection with the Transaction. See the Company’s June 14 and August
27, 2018 press releases for further information about the non-brokered private placement and the Company’s June 20, 2018 press
release for further information about the brokered private placement.
Trading Halt
Trading in the common shares of the Company remain presently halted. It is uncertain whether the common shares
of the Company will resume trading until the Transaction is completed and approved by the Exchange.
Other Insiders of the Resulting Issuer
Assuming the Company completes the aforementioned private placement financings, and assuming those financings
total $7,885,000, then it is expected that Tom Thompson will hold approximately 19.9% of the outstanding common shares of the
Resulting Issuer, and current shareholder and insider of the Company, Zila Corporation of Monaco (controlled indirectly by Val
Huxley of Monaco) is expected to hold approximately 11% of the outstanding common shares of the Resulting Issuer.
The Company will issue additional press releases related to the completions of the financings, sponsorship and
other material information as it becomes available.
BELVEDERE RESOURCES LTD.
Rufus Round, CEO
c/o 82 Richmond Street East, Suite 200, Toronto, ON, M5C 1P1
Tel. +00 44 20 3286 2904
rufus.round@gmail.com
www.belvedere-resources.com
Completion of the Transaction is subject to a number of conditions, including but not limited to
acceptance by the Exchange and if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval.
Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received with respect to the acquisition
may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly
speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor
disapproved the contents of this news release. Neither the Exchange nor its Regulation Services Provider (as that term is defined
in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward Looking Statements
Certain information set out in this news release constitutes forward-looking information. Forward looking
statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release
contains forward-looking statements in respect of among other things, completion of the proposed Transaction, the closing of the
financings related thereto, receipt of requisite approvals for the Transaction, receipt of requisite approvals for a name change
for the Company and other information concerning the intentions, plans and future action of the Company described herein.
Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of
such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that
the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained
from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers
are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance
that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature,
forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the
possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause
actual results in future periods to differ materially from any estimates or projections of future performance or results expressed
or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in
the Company’s most recent management's discussion and analysis, a copy of which is filed on SEDAR at www.SEDAR.com, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive.
These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any
obligation, to update these forward-looking statements.
