Neptune Dash Nodes Corp. and Crossroad Ventures Inc. Announce Entering into Amalgamation Agreement and Proposed Financing
December 04, 2017 --
VANCOUVER, Dec. 4, 2017 /CNW/ - Neptune Dash Nodes Corp. ("Neptune" or the "Company") is pleased to announce that it has entered into an amalgamation agreement (the "Amalgamation Agreement") with Crossroad Ventures Inc. ("Crossroad") and NEMI Northern Energy & Mining Inc. ("NEMI"), to acquire a 100% interest in Crossroad which will constitute a reverse takeover of Crossroad by the shareholders of Neptune (the "Transaction"). As presently contemplated, it is expected that the Transaction will be completed by way of an amalgamation under the Business Corporations Act (British Columbia) or similar business combination transaction. A condition to completion of the Transaction is the conditional approval of the TSX Venture Exchange.
On the closing of the Transaction, Mr. Cale Moodie will be appointed as the President and Chief Executive Officer of the combined company (the "Resulting Issuer"). In addition, Mr. Troy Wong, Mr. Kalle Radage and Mr. Guy Halford-Thompson will be appointed as the Resulting Issuer's Chief Financial Officer, Chief Operating Officer and Chairman, respectively. The Board of Directors of the Resulting Issuer will include Mr. Guy Halford-Thompson (Chairman), Mr. Cale Moodie, Mr. Troy Wong, Mr. Jackson Warren and Mr. Dario Meli.
Neptune, Crossroad and NEMI, the principal shareholder of Crossroad entered into the Amalgamation Agreement pursuant to which Crossroad and Neptune will amalgamate and Crossroad will continue as the Resulting Issuer and change its name to "Neptune Dash Technologies Corp." Under the terms of the Amalgamation Agreement, upon closing of the Transactions:
- the outstanding common shares of Neptune (the "Neptune Shares") will be exchanged for common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the basis of one Resulting Issuer Share for each Neptune Share;
- the outstanding common share purchase warrants of Neptune (the "Neptune Warrants") will be exchanged for common share purchase warrants of the Resulting Issuer (the "Resulting Issuer Warrants") on the basis of one Resulting Issuer Warrant for each Neptune Warrant; and
- the outstanding common shares of Crossroad (the "Crossroad Shares") will be exchanged for Resulting Issuer Shares on the basis of one Resulting Issuer Share for each Crossroad Shares.
In connection with the Transaction, Neptune will complete a division of its common shares on a 1:20 basis and Crossroad will complete a division of its common shares on a 1:1.9 basis. NEMI has entered into a voting support agreement with Crossroad and Neptune pursuant to which NEMI has agreed to vote its Crossroad Shares and Neptune Shares held by it in favour of the Transaction.
As part of the Transaction, Neptune has engaged Eight Capital, as lead agent, and Gravitas Securities Inc. (the "Agents") in connection with a "best efforts" private placement offering (the "Financing") of up to 10,000 senior unsecured convertible debentures with a principal amount of $1,000 each (a "Debenture") for gross proceeds of up to $10,000,000. The completion of the Financing will be subject to, among other things, the execution of definitive documentation, the completion of all necessary due diligence and the receipt of any required regulatory approvals.
Immediately prior to completion of the Transaction, the principal amount of the Debentures will be converted into Neptune Shares at a conversion price of $0.50 per share and subsequently be exchanged for the Resulting Issuer Shares pursuant to the Transaction.
Pursuant to the terms of the Debentures, the Company must complete the Transaction prior to the date that is six months following the closing of the Financing, failing which holders of Debentures will have the option to: (i) be repaid the principal aggregate amount of the Debentures held plus interest at a rate of 10% per annum in cash; or (ii) convert the Debentures (and the interest accrued thereon) into Neptune Shares at a conversion price of $0.50 per 1.1 Neptune Shares.
The net proceeds received by Neptune from the Financing will be used for the building of Dash masternodes technology and for working capital and general corporate purposes.
The closing of the Financing is expected to occur on or about December 22, 2017.
Upon completion of the Transaction, it is anticipated that the Resulting Issuer will have approximately 58,793,329 Resulting Issuer Shares issued and outstanding, which includes the conversion of the Debentures issued under the Financing. It is also anticipated that there will be 2,400,000 Resulting Issuer Warrants outstanding, exercisable into 2,400,000 Resulting Issuer Shares.
New Directors and Officers
Cale Moodie, President, CEO and Director
Mr. Moodie is currently the Chief Executive Officer and a Director of Neptune and is expected to be the Chief Executive Officer and a Director of the Resulting Issuer following completion of the Transaction. Mr. Moodie is also the CFO for a number of smallcap public venture companies on the Toronto Stock Exchange. Mr. Moodie's career in public market finance spans well over a decade in roles as founder, chief financial officer, director and audit committee chair for numerous publicly traded companies in Canada. Mr. Moodie is a member in good standing with the Institute of Chartered Professional Accountants of British Columbia and the Canadian Institute of Chartered Professional Accountants.
Troy Wong, CFO and Director
Mr. Wong is currently the CFO and a Director of Neptune and is expected to be the CFO and a Director of the Resulting Issuer following completion of the Transaction. Mr. Wong is also a digital currency trader and blockchain start-up consultant. Prior to joining Neptune, Mr. Wong worked at Enirgi Group Corporation overseeing reporting and analytics for five business units. Previous to his time at Enirgi Group Corporation, Mr. Wong worked in the Finance Group of Teck Resources Ltd. specializing in operational review and compliance. Mr. Wong began his career at Ernst & Young LLP specializing in public companies.
Kalle Radage, COO
Mr. Radage is currently the COO of Neptune and is expected to be the COO if the Resulting Issuer. Mr. Radage is also currently the President of Payfirma, a leading North American financial technology company which has raised more than $26M fromprivate equity. Mr. Radage also held senior operational roles at Oracle, Nokia, and SabelaMedia, which was successfully acquired by 24/7 Real Media for $70M. Kalle also served as a VC at Nokia Ventures and BDC Venture Capital, investing in enterprise and consumer technology companies. He has earned a Computer Science degree from UBC and an MBA from IESE Business School in Spain. He is an active member of the technology community as an advisor, investor, and board member.
Jackson Warren, Independent Director
Mr. Warren is an Independent Director of Neptune and is expected to be an Independent Director of the Resulting Issuer. Mr. Warren is a pioneering figure in the digital currency and blockchain space. He brought the world its first physical bitcoin brokerage and its first Bitcoin ATM in 2013. He founded and ran one of Canada's early digital currency exchanges and in recent years served as CEO of Xapcash Technologies Inc., and as Chief Operating Officer of BTL Group Ltd., an enterprise class Blockchain solutions company that trades on the Toronto Stock Exchange (TSXV: BTL).
Guy Halford-Thompson, Chairman and Director
Mr. Halford-Thompson is the Chairman of Neptune and is expected to be the Chairman of the Resulting Issuer. Mr. Halford-Thompson is a thought leader and entrepreneur in the Canadian digital currency eco-system. Mr. Halford-Thompson co-founded BTL Group, the first public blockchain company to list on the Toronto Stock Exchange and he currently sits on the Company's Board. Mr. Halford-Thompson's passion for digital currencies started in 2013, when he cofounded QuickBitcoin a bitcoin trading company that introduced one of the first Bitcoin ATM's to the United Kingdom.
Dario Meli, Independent Director
Dario Meli is an Independent Director of Neptune and is expected to be an Independent Director of the Resulting Issuer. Mr. Meli is currently the CEO of Quietly Media Inc. which is a premium content provider, delivering data-driven strategy and editorial for brands and publishers. Prior to joining Quietly, Mr. Meli was the CEO of Invoke Media Inc.
Neptune Dash Nodes Corp.
Neptune is a private company which exclusively builds and operates Dash masternodes and invests in Dash related technologies. Dash is a digital currency created to address Bitcoin's scaling challenges. Neptune also receives variable revenues from owning and operating Dash masternodes.
Crossroad Ventures Inc.
Crossroad is a reporting issuer in British Columbia and Alberta under applicable securities laws. On January 6, 2003, NEMI acquired all of the issued and outstanding shares of Crossroad pursuant to a takeover bid. As a result of the takeover bid, the TSX Venture Exchange advised Crossroad that it had satisfied the TSX Venture Exchange's requirement to complete a Qualifying Transaction and was de-listed. Crossroad had not engaged in any business since incorporation.
Investors are cautioned that, except as disclosed in press releases issued by Neptune or Crossroad, information with respect to the Transaction may not be accurate or complete and should not be relied upon.
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the transactions contemplated under the Amalgamation Agreement, the Transactions, the requisite regulatory and shareholder approvals in respect thereof, the completion of the Financing and the use of proceeds thereof, and proposed future transactions the Company may undertake and their expected timing. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Neptune and Crossroad to control or predict, that may cause Neptune and Crossroad's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: the risk that the Transaction will not be approved by the TSX Venture Exchange and that the Financing will not be completed; that the actual use of proceeds may differ from those currently stated; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; the inherent risks involved in the cryptocurrency and general securities markets; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
SOURCE Neptune Dash Nodes Corp.
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