/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, British Columbia, Feb. 19, 2020 (GLOBE NEWSWIRE) — A-Labs Capital I Corp. (the “Corporation“) (TSXV: ALBS.P), a capital pool company under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (“Exchange“), is pleased to announce that it has entered into a definitive share sale agreement (the “Definitive Agreement“) dated February 18, 2020 with BTC Corporation Holdings Pty Ltd. (“BTC“) and the shareholders of BTC (the “BTC Shareholders“) for the purposes of completing a Qualifying Transaction (“QT“) as defined in the Policy 2.4. Upon completion of the QT, BTC will become a wholly owned subsidiary of the entity resulting from the QT (the “Resulting Issuer“) and the Resulting Issuer will carry on the business of BTC as a technology issuer.
The QT is to be completed by way of a share exchange, whereby the BTC Shareholders will exchange 100% of the issued and outstanding fully paid ordinary shares of BTC (“BTC Shares“) for post-Consolidation (as hereafter defined) common shares (the “Corporation Shares“) of the Corporation, resulting in BTC becoming a wholly-owned subsidiary of the Corporation.
Pursuant to the Definitive Agreement, the Corporation will issue 1,656 post-Consolidation Corporation Shares in exchange for each one (1) BTC Share (the “Exchange Ratio“) outstanding immediately prior to closing of the QT at a deemed price of $1.00 per post-Consolidation Corporation Share, assuming the Consolidation occurs at the ratio currently anticipated (see below).
As of the date of the Definitive Agreement, BTC has the following securities, or right to acquire securities of BTC, outstanding: (a) 17,519 BTC Shares; (b) the conversion rights of the minority shareholders of BTC Sing SPV Pte Ltd., a subsidiary of BTC, to acquire up to 274 BTC Shares in return for terminating their minority ownership rights; and (c) the conversion rights of the minority shareholders of RhinoLoft Pty Ltd., a subsidiary of BTC, to acquire up to 55 BTC Shares in return for terminating their minority ownership rights. The conversion rights of the minority shareholders shall be exercised prior to the closing of the QT.
Accordingly, without taking into account any further issuances of BTC securities under the Pre-Transaction Financing and Concurrent Financing, and assuming the conversion rights noted above are exercised prior to closing of the QT, it is expected that the Corporation will issue an aggregate of 29,556,288 post-Consolidation Corporation Shares to the holders of BTC Shares in connection with the QT.
The BTC Shares are subject to a shareholders’ deed between BTC and the BTC Shareholders dated June 13, 2017, which provides for a drag-along right in the event the Definitive Agreement is executed by BTC Shareholders who collectively hold at least 70% of the BTC Shares outstanding.
In addition to the post-Consolidation Corporation Shares issuable under the share exchange, at closing of the QT, pursuant to a consulting services agreement between BTC and certain financial advisors to BTC, being Diverse Capital Pte Ltd. and Zeus Capital Ltd., the Corporation will also issue 1,186,500 post-Consolidation Corporation Shares to such advisors in connection with financial and related consulting services, including advising BTC on the Canadian capital markets and regulatory regime. Diverse Capital Pte Ltd. is an arm’s length party. Zeus Capital Ltd. is controlled by Konstantin Lichtenwald, a director of the Corporation, and is therefore a non-arm’s length party. The issuance of the post-Consolidation Corporation Shares to the financial advisors is subject to Exchange review and approval.
In conjunction with the QT, the Definitive Agreement provides that BTC will complete the following equity financings:
- a non-brokered private placement of a minimum of 323 BTC Shares and a maximum of 1,935 BTC Shares at a price of AUD$1,550 per BTC Share for gross proceeds at a minimum of AUD$500,000 and a maximum of AUD$3,000,000, or such greater amount as mutually agreed by BTC and the Corporation (the “Pre-Transaction Placement“); and
- a non-brokered private placement of subscription receipts for minimum gross proceeds of CDN$500,000 and maximum gross proceeds of CDN$5,000,000, which will be held in escrow and released on closing of the QT (the “Concurrent Financing“). The terms of the Concurrent Financing, including the nature of the securities, the issuance price, the finder’s fees and any compensation warrants will be negotiated with the agents, if any, selected by BTC.
The Pre-Transaction Placement and the Concurrent Financing are subject to a CDN$2,500,000 minimum raise in the aggregate. The net proceeds from the Pre-Transaction Placement are expected to be used by BTC for expenses related to the QT, among others. Following the closing of the QT, the remaining net proceeds of the Pre-Transaction Placement and Concurrent Financing are expected to be used, among other things, to fund the growth of BTC’s business into international markets and for general and administrative expenses.
The securities of BTC issued or to be issued pursuant to the Pre-Transaction Placement will be exchanged for securities of the Corporation at the Exchange Ratio in connection with the QT. The Corporation is expected to issue at closing of the QT approximately 534,194 post-Consolidation Corporation Shares in the event of the completion of the minimum offering under the Pre-Transaction Placement and approximately 3,204,360 post-Consolidation Corporation Shares in the event of the completion of the maximum offering under the Pre-Transaction Placement.
The subscription receipts issued by BTC under the Concurrent Financing are expected to convert to underlying securities of BTC immediately prior to closing of the QT and such underlying securities of BTC will be exchanged for securities of the Corporation in connection with closing of the QT. Further details regarding the Concurrent Financing will be provided at a later date once the terms of the Concurrent Financing are determined.
Consolidation, Continuation and Name Change
The Definitive Agreement provides that, immediately prior to closing of the QT, the Corporation will, subject to shareholder approval:
- complete a consolidation of the Corporation Shares on the basis of one post-consolidation Corporation Share for each 5.09091 pre-consolidation Corporation Shares (the “Consolidation“);
- complete a continuation out of the federal jurisdiction of Canada and being governed by the Canada Business Corporations Act to become a British Columbia, Canada corporation being governed by the Business Corporations Act (British Columbia) (the “Continuation“); and
- change its name to “Banxa Holdings Inc.” or such other name as BTC may determine, subject to approval from the British Columbia Registrar of Companies and the Exchange (the “Name Change“).
The Corporation intends to hold a special shareholders meeting to approve these matters.
Conditions to Closing the QT
Completion of the QT is subject to a number of customary commercial conditions, including but not limited to:
- completion of satisfactory due diligence by both parties;
- completion of the Pre-Transaction Placement and Concurrent Placement for minimum gross proceeds of CDN$2,500,000, in the aggregate;
- completion of the Consolidation, Continuation and Name Change;
- each of BTC and the Corporation shall have obtained receipt of all applicable regulatory, shareholder, third-party and Exchange approvals;
- the resignation of all directors and officers of the Corporation who will not be continuing as directors and officers of the Resulting Issuer;
- the appointment of Domenic Carosa, Matthew Cain, Haozheng “Jack” Lu and an additional director to be determined by the Corporation (currently expected to be Doron Cohen) as directors of the Resulting Issuer, to be effective at completion of the QT;
- completion of the QT on or prior to April 30, 2020, or such later date as the Corporation and BTC may mutually agree;
- the absence of any material adverse effect on the financial and operational condition or the assets of the Corporation or BTC; and
- the Resulting Issuer will obtain directors and officers insurance which is satisfactory to the Corporation and BTC, acting reasonably.
Management and Board of Directors of Resulting Issuer
Upon completion of the QT, it is expected that Konstantin Lichtenwald, a current director of the Corporation, will be appointed as the Chief Financial Officer and Corporate Secretary of the Resulting Issuer, and Doron Cohen, a current director and CEO of the Corporation, will remain as a director of the Resulting Issuer. With the exception of Mr. Lichtenwald (in the capacity as CFO) and Mr. Doron Cohen (in the capacity as director), it is expected that all existing directors and officers of the Corporation will resign and the following individuals, subject to receipt of applicable regulatory and shareholder approvals, will be appointed as an officer or director of the Resulting Issuer:
Domenic Carosa –Founder & Non-Executive Chairman and Director
With over 25 years’ experience in business and technology, Mr. Carosa is a resident of Australia and has built a reputation as a leader in the Internet space by building one of Australia’s largest independent digital music websites, MP3.com.au in the late 90’s, and building from scratch, Australia’s second largest virtual web hosting and domain companies which he sold for AUD$25m in 2005-06. He was also the youngest CEO of a public company in Australian history in 2000 when he was 25 years of age.
Mr. Carosa is co-founder & Chairman of Future Capital Development Fund Pty Ltd (a registered Pooled Development Fund). Future Capital has successfully raised in excess of AUD$8M in patient equity capital in recent years, invested in 14 early stage investees.
Mr. Carosa is also Founder & Chairman of Dominet Venture Partners, a boutique internet investment group with over 50 investments in technology-related companies globally. Mr. Carosa is also CEO & Executive Director of a global media company Crowd Media Holdings Ltd which is listed on the Australian and Frankfurt Stock exchanges. Mr. Carosa is past Chairman of the Internet Industry Association (IIA) and holds a Masters of Entrepreneurship & Innovation (MEI) from Swinburne University.
Matthew Cain – Director
Mr. Cain has 25 years’ experience providing Corporate Advisory, Consultancy and Equity Capital Markets expertise to private and public companies.
Mr. Cain is currently a Non-Executive Director of Registry Direct Limited, Treasurer and Committee Member of the Melbourne Racing Club, Director of MRC Foundation Board and Director of Corporate Development with Dominet Digital Ventures.
Mr. Cain is based in Melbourne, Australia and has sector expertise in wagering and gaming, technology, telecommunications and Fintech previously working for Macquarie Bank, Bell Potter and ANZ Securities.
Haozheng “Jack” Lu – Director
Mr. Lu is based in San Francisco where he is the investment director at NGC, which is also a shareholder in BTC. Mr. Lu specializes in researching blockchain mechanisms for generating decentralized consensus and real-world implications provided by blockchain. Mr, Lu’s invaluable presence is defined by his abilities to analyze economic and social models behind projects, while also exploring the game theoretical topics including incentive provisions, industrial organization and market microstructure on blockchain and smart contracts. Jack was the founder of Econ-Box, a behavioural economics club.
Mr. Lu was the cofounder of ShowGo, an US based start-up. In addition, Mr. Lu holds an Economics and Quantitative Economics degree from Reed College.
Doron Cohen, Director
Mr. Doron Cohen is an experienced entrepreneur, investor and mentor with over 20 years in executive management, corporate strategy, sales, marketing and M&A for private and public companies. Since 2017, Mr. Cohen has served as the CEO and Managing Partner at A-Labs Finance & Advisory Ltd., a private corporate advisory firm. Prior to 2017, from 2014 to 2017, Mr. Cohen was the CEO of MCE Media and Apps Ltd., a private company that provides retail driven mobile advertising solutions. Mr. Cohen also currently serves as the CEO and director of A-Labs Capital I Corp. and A-Labs Capital II Corp., each a capital pool company established pursuant to Policy 2.4 of the Exchange.
Holger Arians – Chief Executive Officer
Mr. Arians worked in corporate development at different multinational companies in Germany before he moved to Australia in 2013. Prior to joining BTC, Mr. Arians oversaw and worked closely with a portfolio of early stage technology companies as CEO of Dominet Venture Partners, which was founded by Mr. Carosa.
Mr. Arians has experience in entrepreneurship, strategy and management and was involved in several start-ups as a founder and investor. He was appointed Honorary Finance Judge at the Cologne Finance Court in Germany in 2013. Mr. Arians holds a degree in Business Administration from Fontys Hogeschool in The Netherlands, an Executive MBA from both ESSEC Business School in France and Mannheim Business School in Germany and is a Harvard Business School Alumnus (PLDA14).
Konstantin Lichtenwald – Chief Financial Officer and Corporate Secretary
Mr. Lichtenwald specializes in providing corporate finance, valuation, taxation, financial reporting, consulting and other accounting services to both small businesses and public commodity resource companies. Mr. Lichtenwald also assists in many aspects of clients’ administration, financing and other finance-related activities. Mr. Lichtenwald worked at Ernst & Young GmbH, Germany, in the assurance department. He earned his Bachelor of Business Administration from Pforzheim University, Germany, and holds the professional designation of Chartered Professional Accountant (CPA and CGA), and is a member of Chartered Professional Accountants of British Columbia and Canada. Mr. Lichtenwald has had extensive experience as a controller, Chief Financial Officer and a director of numerous publicly traded and private corporations in several industries.
Dominet Digital Investments Pty Ltd. (“Dominet”), an Australian corporation controlled by Domenic Carosa, is the largest shareholder of BTC and currently holds approximately 23% of the outstanding BTC Shares. Upon completion of the QT, it is currently anticipated that Dominet will beneficially own or control, directly or indirectly, approximately 16% of the outstanding common shares of the Resulting Issuer and will be considered an insider of the Resulting Issuer pursuant to the policies of the Exchange and applicable securities laws.
Arm‘s Length Transaction
The QT is an arm’s length transaction in accordance with the policies of the Exchange.
The Corporation will seek a waiver from the Exchange to the requirement to engage a sponsor in connection with the QT. If a sponsor is required, the Corporation will identify a sponsor and pay the sponsorship fee in cash or Corporation Shares or a combination of cash and Corporation Shares. An agreement with a sponsor should not be construed as any assurance with respect to the merits of the QT or the likelihood of completion.
In accordance with Exchange policies, the Corporation Shares are currently halted from trading and will remain so until certain documentation required by the Exchange for the QT can be provided to the Exchange. The Corporation Shares may resume trading following the Exchange’s review of the required documentation or the Corporation Shares may remain halted until completion of the QT.
BTC is a private company incorporated under the laws of Australia on March 27, 2014. BTC is building the payment infrastructure for global digital banking by providing fiat-to-crypto payment services via thousands of retail locations in Australia and online around the world. Onboarding Bitcoin and Ethereum are the primary crypto currencies transacted with BTC. BTC owns and operates or intends to operate premium brands in several global markets including Canada (Bitcoin.ca), United Kingdom (Bitcoin.co.uk) & Australia (Bitcoin.com.au) as well as over 20 other premium Bitcoin domains including European Union, Mexico & Ireland.
BTC has developed and is expanding a secure trusted ecosystem and fostering utility of Bitcoin through industry leading products, platforms and education. BTC has unrivalled physical distribution in stores throughout Australia with over 6,000 retail locations and is seeking to expand into new regions. Included in BTC’s strategic investor list is KuCoin, a cryptocurrency exchange based in Hong Kong that processes approximately USD$2billion of digital currency transactions on a monthly basis.
Based on audited financial statements, for the fiscal year ended June 30, 2017 BTC had a gross profit of AUD$1,280,976 on revenue of AUD$4,924,053 and had net assets of AUD$399,264. For the fiscal year ended June 30, 2018 BTC had a gross profit of AUD$4,069,799 on revenue of AUD$25,942,007, net income of AUD$614,671, gross total liabilities of AUD$2,395,977, net assets of AUD$1,821,126 and had AUD$1,821,126 in shareholder equity. For the fiscal year ended June 30, 2019 BTC had revenue of AUD$7,987,991 and gross profit of AUD$1,783,473, net loss of AUD$2,066,848, gross total liabilities of AUD$1,899,174, net assets of AUD$1,702,582 and had AUD$1,702,582 in shareholder equity. The audited financial statements were prepared in accordance with Australian Auditing Standards.
Trading in the Corporation Shares will remain halted until the QT has been completed, or until the Exchange receives the requisite documentation to resume trading.
In connection with the QT and pursuant to the requirements of the Exchange, the Corporation will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the QT, the Corporation, BTC and the Resulting Issuer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to 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 transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information, contact:
Doron Cohen, CEO and Director of the Corporation
NEITHER 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 RELEASE.
INFORMATION CONCERNING BTC HAS BEEN PROVIDED TO THE CORPORATION BY BTC FOR INCLUSION IN THIS PRESS RELEASE.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES, THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1993, AS AMENDED, OR ANY SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Caution Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the closing of the QT and related transactions and the anticipated benefits of the QT, including the proposed business of the Corporation after completion of the QT and proposed use of funds under the related financings. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the closing of the QT, the timing and receipt of all applicable regulatory, corporate, shareholder and third party approvals, the anticipated benefits from the QT and the satisfaction of other conditions to closing the QT, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.