London, United Kingdom and Calgary, Alberta--(Newsfile Corp. - May 17, 2023) - GlobalBlock Digital Asset Trading Limited (TSXV: BLOK) (OTC Pink: BLVDF) (FSE: BD4) (the "Company") announces the approval of all resolutions presented before the Company's shareholders at its May 15, 2023, Annual General and Special Meeting (the "Meeting"), including the approvals necessary to complete the Company's proposed disposition of its digital assets business. As previously announced by the Company, the Company has entered into a Business Disposition Agreement dated March 22, 2023 with GlobalBlock Ltd. ("GB UK") and the original shareholders and founders of GB UK (the "GB UK Founders") to transfer GB UK and its digital asset broker business back to the GB UK Founders (the "Disposition Transaction"). In return, the GB UK Founders will return to the Company the 48,450,000 common shares of the Company collectively held by them (which shares were originally issued to the GB UK Founders when the Company acquired GB UK in 2021).
The Disposition Transaction involves the disposition of GB UK and its digital asset broker business, which is substantially all the Company's property. The Disposition Transaction is also a related party transaction given that the GB UK Founders each hold more than 10% of the issued and outstanding common shares of the Company. As such, the Company was required to obtain, and did so obtain at the Meeting: (i) the affirmative vote of at least two-thirds of the votes cast by the shareholders of the Company present at the Meeting in person or represented by proxy and entitled to vote at the Meeting, and (ii) the affirmative vote of a majority of the shareholders of the Company present at the Meeting in person or represented by proxy, excluding any votes attached to shares of the Company beneficially owned by the GB UK Founders or over which the GB UK Founders exercise control or direction and any other person who has a material interest in the Disposition Transaction.
Now that the Company has obtained the requisite shareholder approval for the Disposition Transaction, the Company will seek the requisite TSX Venture Exchange approval, and thereafter work to complete and close the Disposition Transaction.
Proposed Non-Brokered Private Placement of Equity Units
The Company also announces that it intends to complete a non-brokered private placement of up to 6,000,000 equity units of the Company ("Units") at a price of CAD$0.05 per Unit for gross proceeds of up to CAD$300,000 (the "Private Placement").
Each Unit will be comprised of one (1) common share of the Company and one (1) common share purchase warrant of the Company (a "Warrant"). Each whole Warrant will entitle the holder to acquire one (1) common share of the Company for a period of 12 months from the date of issuance of the Warrant, at an exercise price of CAD$0.10 per share.
The Private Placement is subject to the approval of the TSX Venture Exchange (the "Exchange"). The securities issued in connection with the Private Placement will be subject to a four-month hold period, in accordance with applicable securities laws.
The Company intends to use the proceeds from the Private Placement towards its search for businesses to acquire or combine with after it has completed its proposed Disposition Transaction and for general and administrative expenses.
The Company may pay a commission or finder's fee to eligible parties in connection with the Private Placement, subject to the approval of the Exchange and compliance with applicable securities laws.
Bi-Weekly Default Status Report
The Company also provides this bi-weekly default status report (the "Default Status Report") in accordance with National Policy 12- 203 Management Cease Trade Orders ("NP 12-203"). On April 20, 2023, the Company announced (the "Default Announcement") that, for reasons disclosed in the Default Announcement, the filing of the Company's audited annual financial statements, management's discussion and analysis, and related certifications for the fiscal year ended December 31, 2022 (collectively, the "Annual Filings") would not be completed by the prescribed deadline of May 1, 2023. As a result of this delay in filing the Annual Filings, the Company's principal regulator, British Columbia Securities Commission, granted a management cease trade order (the "MCTO") to the Company. The MCTO prohibits all trading by the Chief Executive Officer and the Chief Financial Officer of the Company, and such other directors, officers and persons as determined by the applicable regulatory authorities, in securities of the Company until the MCTO is revoked. The Company's board of directors and management confirm that they are working expeditiously to meet the Company's obligations relating to the filing of the Annual Filings, with the goal of filing prior to May 31, 2023. Pursuant to the provisions of the alternative information guidelines specified by NP 12-203, the Company reports that since the Default Announcement, except as stated in this Default Status Report, there have not been any changes to the information contained therein that would reasonably be expected to be material to an investor; nor any failure by the Company to fulfil its intentions as stated therein with respect to satisfying the provisions of the alternative information guidelines, and there are no additional defaults or anticipated defaults subsequent to the disclosure therein, other than the delay in filing the Annual Filings. Further, other than as set forth below, there is no additional material information respecting the Company and its affairs that have not been generally disclosed and there are no insolvency proceedings against the Company as of the date of this Default Status Report. Until the Annual Filings have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines specified by NP 12- 203 by issuing bi-weekly status default reports in the form of further press releases, which will also be filed on SEDAR.
ABOUT THE COMPANY
GlobalBlock Digital Asset Trading Limited is a publicly traded holding company (TSXV: BLOK) whose wholly-owned operating subsidiary, GlobalBlock Europe, UAB (), is a European Union based digital asset broker that provides a personalised telephone brokerage service, trading platform and mobile app. Following completion of the Disposition Transaction, the Company will not have any operating business. Accordingly, the Company will need to identify and, if successful, acquire or combine with a new business. There is no guarantee that the Company will be able to identify and acquire a new business on terms acceptable to the Company, or at all. The Company will also face ongoing requirements for additional capital which may not be available.
For further information please contact the Company at:
Stuart Olley, Director
Telephone: (403) 618-4900
Email: stuartolley@outlook.com
This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information set out in this news release constitutes forward-looking statements or 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: the proposed timing for completion of the Disposition Transaction; the ability of the Company to complete the Disposition Transaction; the receipt of all necessary TSX Venture Exchange and other third party consents and approvals; completion of the proposed Private Placement, the anticipated use of proceeds of the Private Placement; the timing, audit, completion and filing of the Annual Filings, and the ability of the Company to successfully identify and complete the acquisition of or combination with a new business. Forward-looking statements are based upon the opinions and expectations of the 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 , 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.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
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