Tokens.Com and COIN Hodl Announce Signing of Definitive Settlement and Present an Replace on Proposed Reverse Takeover


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TORONTO, March 09, 2021 (GLOBE NEWSWIRE) — Tokens.com Inc. (“Tokens”) and COIN Hodl Inc. (TSXV: COIN) (“COIN”) are happy to announce that they’ve executed a definitive transaction settlement dated March 9, 2021 (the “Definitive Settlement”), which, topic to the satisfaction of sure situations, together with receipt of all essential inventory trade approvals, will outcome within the reverse takeover of COIN by Tokens (the “Transaction”). As beforehand introduced, in reference to the Transaction, Tokens is endeavor a brokered and non-brokered non-public placement providing (the “Concurrent Financing”) of subscription receipts of Tokens (every, a “Subscription Receipt”), which is anticipated to shut on or about March 10, 2021.

The Transaction

The events have made important progress with respect to due diligence, completion of Tokens’ audited monetary statements and the drafting of a submitting assertion in reference to the Transaction.

Pursuant to the phrases of the Definitive Settlement, the Transaction might be structured as a “three-cornered amalgamation” involving COIN, a wholly-owned subsidiary of COIN (“COIN Subco”) and Tokens (the “Amalgamation”). In reference to the closing of the Transaction (the “Closing”), it’s anticipated that:

  • COIN will distribute to the pre-Closing COIN Shareholders, on a pro-rata foundation as a tax-free return of capital, an approximate quantity between $1,600,000 and $3,400,000 in money and the entire shares of Abaxx Applied sciences Inc. held by COIN;

  • Tokens will subdivide the entire then issued and excellent class A standard shares of Tokens (every, a “Tokens Share”) on the idea of roughly 3.133 new Tokens Shares for every present Tokens Share (the “Cut up”);

  • COIN will consolidate the entire then issued and excellent frequent shares of COIN (every, a “COIN Share”) on a consolidation ratio that can end in there being such variety of COIN Shares excellent instantly previous to the Closing (after giving impact to any COIN possibility workout routines that happen previous to the Closing) as have an combination worth of $1,050,000 primarily based on the worth (on a post-Cut up foundation) per Subscription Receipt underneath the Concurrent Financing, which, as on the date of this Settlement, is anticipated to be an combination of 1,399,851 COIN Shares primarily based on an anticipated post-Cut up value of $0.75 per Subscription Receipt (the “Consolidation”);

  • Tokens and COIN Subco will amalgamate underneath the Enterprise Companies Act (Ontario) with the amalgamated firm to be named “Tokens.com Capital Corp.”, or such different title as could also be decided by Tokens, and might be a wholly-owned subsidiary of COIN;

  • COIN will change its title to “Tokens.com Corp.”, or such different title as decided by Tokens (on a post-Closing foundation, the “Ensuing Issuer”);

  • COIN may have a minimum of $360,000 in accessible money and no liabilities; and

  • every Tokens Share might be cancelled, and the previous holders of Tokens Shares will obtain one post-Consolidation COIN Share (every, a “Ensuing Issuer Share”) for every Tokens Share held.

The Ensuing Issuer will stick with it the enterprise of Tokens, which is the operation of expertise that secures subsequent technology blockchain networks via “proof-of-stake” expertise that helps the expansion of decentralized finance functions, that are constructed on prime of blockchains. The Closing is anticipated to happen in Q2 2021, and no later than 120 days from the closing of the Concurrent Financing.

Assuming completion of the Concurrent Financing and the Transaction, it’s anticipated that, following the Closing, the Ensuing Issuer may have roughly 75.0 million Ensuing Issuer Shares excellent, with former Tokens’ shareholders holding roughly 40.3 million Ensuing Issuer Shares, representing roughly 54% of the Ensuing Issuer Shares, and, along with subscribers underneath the Concurrent Financing, holding roughly 98% of the Ensuing Issuer Shares.

Pursuant to Part 4.1 of Coverage 5.2 of the TSX Enterprise Change’s Company Finance Guide (the “Guide”), COIN doesn’t intend to hunt the approval of the shareholders of COIN for the Transaction as a result of: (i) the Transaction isn’t a “Associated Occasion Transaction” (as outlined in Coverage 1.1 of the Guide), and no different circumstances exist which can compromise the independence of COIN or different events (together with the administrators and officers of COIN) with respect to the Transaction; (ii) primarily based on COIN’s enterprise operations over the earlier 12 months and the state of COIN’s asset base, COIN is with out energetic operations; (iii) COIN isn’t and won’t be topic to a stop commerce order or in any other case be suspended from buying and selling on completion of the Transaction; and (iv) approval of the COIN shareholders for the Amalgamation isn’t required underneath relevant company or securities legal guidelines (though COIN shareholder approval might be looked for sure ancillary issues together with the proposed title change of COIN and consolidation of the COIN Shares).

Chosen Consolidated Monetary Info of Tokens

The next desk units out chosen monetary info for Tokens as at December 31, 2020:

Merchandise

As at and for the interval from incorporation on November 9, 2020 till December 31, 2020
(US$)
(unaudited)

Complete Property

2,332,003

Complete Liabilities

43,872

Shareholders’ Fairness

2,288,131

Revenue per frequent share – primary and diluted

$(0.01)

Income

5,932

Bills

137,489

Complete revenue

(11,690)

Administrators and Officers of the Ensuing Issuer

Following the Closing, the proposed administrators, officers and different insiders of the Ensuing Issuer are anticipated to be:

Andrew Kiguel – Chief Government Officer and Director

Mr. Kiguel is an completed govt with management expertise in Canadian capital markets, company governance and entrepreneurship. He co-founded Tokens and has served as its CEO and as a director since incorporation. Previous to co-founding Tokens, he was the co-founder, CEO, President and a director of Hut 8 Mining Corp. (“Hut 8”), one of many largest publicly-listed bitcoin miners on this planet. Previous to that, he spent over 18 years at GMP Securities LP in funding banking, together with his most up-to-date title as a Managing Director.

Kyle Appleby – CFO and Secretary

Mr. Appleby has been offering chief monetary officer providers to private and non-private firms since 2007. He assists firms with monetary reporting and controls, governance, operations, regulatory compliance and taxation. He has served as CFO of Tokens since December 1, 2020 and beforehand served as CFO of Nuinsco Assets Inc. from Might 2015 to February 2021. Previous to 2007, Mr. Appleby labored for a number of public accounting companies in Canada. He’s a member in good standing of the Chartered Skilled Accountants of Canada and the Chartered Skilled Accountants of Ontario.

Trevor Koverko – Chief Know-how Officer

Mr. Koverko co-founded Tokens and has served as its Chief Know-how Officer and as a director since incorporation. On this capability, he has been chargeable for improvement of the Tokens’ expertise platform and securing relationships with third occasion contractors. Mr. Koverko is a outstanding blockchain founder and investor, seeding tasks like Ethereum and Block One, and was a founding father of Polymath Inc., a number one safety token community that facilitates the creation, challenge and administration of tokens on the blockchain.

Deven Soni – Chief Working Officer

Mr. Soni is an skilled operations govt and investor. Previous to becoming a member of Tokens as Chief Working Officer, efficient as of January 1, 2021, he co-founded Sprayable Inc., the maker of what are believed to be the world’s first topical caffeine and melatonin sprays, in 2013. He spent a number of years as a technology-focused investor at Goldman Sachs and Highland Capital Companions, the place he helped fund a number of prime expertise companies. He’s the co-founder of Wired Buyers, a personal fairness fund targeted on small cap buyouts. He’s additionally a founding director of Polymath and an energetic investor within the digital property area.

Andrew D’Souza – Director

Mr. D’Souza is the co-founder and CEO of Clearbanc, the most important ecommerce investor on this planet. Clearbanc has invested $1 billion into 2,200+ ecommerce and software program firms. Mr. D’Souza has raised a whole lot of hundreds of thousands of {dollars} in enterprise capital and is an adviser and investor to firms similar to WealthSimple, Correctly and Tulip Retail. Previous to Clearbanc, Mr. D’Souza was the president of Nymi, a wearable platform targeted on identification and safety, and the Chief Working Officer of training startup, TopHat.

Frederick T. Pye – Director

Mr. Pye has been the President and CEO of 3iQ Corp., a number one Canadian digital asset fund supervisor, since July 2012. Beforehand, he was a founder, and the President and CEO, of Argentum Administration and Analysis Company, an organization devoted to managing and distributing quantitative funding portfolios, together with the primary long-short mutual fund in Canada, in addition to Senior Vice-President and Nationwide Gross sales Supervisor at Constancy Investments Canada. Mr. Pye additionally held varied positions with Guardian Belief Firm, which listed the primary gold, silver and platinum certificates on the Montreal Change. He holds a Masters Diploma in Enterprise Administration from Concordia College.

Jimmy Vaiopoulos – Director

Mr. Vaiopoulos is the CFO and former interim CEO of Hut 8, one of many first and largest public bitcoin miners on this planet. Mr. Vaiopoulos was the CFO of UGE Worldwide Ltd. and with KPMG in each their advisory and audit practices.

Insiders

Upon completion of the Transaction, Andrew Kiguel (proposed CEO and director), Trevor Koverko (proposed Chief Know-how Officer), Kyle Appleby (proposed CFO and secretary), Deven Soni (proposed COO), Frederick Pye (proposed director), Jimmy Vaiopoulos (proposed director) and Andrew D’Szoua (proposed director) are anticipated to be insiders of the Ensuing Issuer by advantage of them being administrators or officers of the Ensuing Issuer.

Further info with respect to the Transaction and the Concurrent Financing will be present in information releases dated January 25, 2021, February 2, 2021, February 18, 2021 and February 25, 2021, which can be found on COIN’s SEDAR profile at www.sedar.com.

Not one of the securities to be issued in reference to the Transaction or the Concurrent Financing have been, or might be, registered underneath america Securities Act of 1933, as amended (the “1933 Act”), or any state securities legal guidelines, and might not be supplied or offered inside america or to any U.S. Particular person (as outlined in Regulation S underneath the 1933 Act) except registered underneath the 1933 Act and relevant state securities legal guidelines or an exemption from such registration is out there. This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to promote any securities in any jurisdiction the place such provide or solicitation can be illegal, together with america

Completion of the Transaction is topic to plenty of situations, together with however not restricted to, acceptance of the TSX Enterprise Change (the “Change”) and if relevant, disinterested shareholder approval. The place relevant, the Transaction can not shut till the required shareholder approval is obtained. There will be no assurance that the Transaction might be accomplished as proposed or in any respect.

Buyers are cautioned that, besides as disclosed within the administration info round or submitting assertion to be ready in reference to the Transaction, any info launched or obtained with respect to the Transaction might not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of COIN needs to be thought of extremely speculative.

The Change has on no account handed upon the deserves of the Transaction and has neither permitted nor disapproved the contents of this information launch.

For additional info, please contact:

COIN Hodl Inc.
Ben Cubitt
Chief Government Officer
Phone: (416) 479-5407
E mail: ir@coinhodlinc.com

Tokens.com Inc.
Andrew Kiguel, Chief Government Officer
E mail: contact@tokens.com
Media Contact:
Megan Stangl – Discuss Store Media
E mail: Megan@talkshopmedia.com

Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this launch.

ABOUT TOKENS.COM INC.

Tokens.com is a Proof-of-Stake (PoS) expertise firm that powers digital asset transactions, together with Decentralized Finance (DeFi) functions. Its founding group contains blockchain entrepreneurs, Andrew Kiguel, co-founder and former CEO of Hut 8 Mining Corp, considered one of North America’s largest bitcoin miners, and Trevor Koverko, founder and CEO of Polymath, one of many world’s main safety token platforms. Tokens offers buyers with entry and publicity to PoS, a sustainable course of that powers digital asset transactions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This information launch incorporates “forward-looking info” and “forward-looking statements” (collectively, “forward-looking statements”) throughout the that means of relevant Canadian securities legal guidelines. All statements aside from statements of historic reality are forward-looking statements, and are primarily based on expectations, estimates and projections as on the date of this information launch. Any assertion that entails discussions with respect to predictions, expectations, beliefs, plans, projections, targets, assumptions, future occasions or efficiency typically utilizing phrases similar to “expects”, “anticipates”, “plans”, “finances”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such phrases and phrases, or stating that sure actions, occasions or outcomes “might” or “might”, “would”, “may” or “will” be taken to happen or be achieved, are usually not statements of historic reality and could also be forward-looking statements. On this information launch, forward-looking statements relate, amongst different issues, to the phrases and situations of the Transaction, the Concurrent Financing, the Consolidation, the Cut up and the Return of Capital; the present enterprise of Tokens; the enterprise and operations of COIN and Tokens following the Closing; and anticipated administrators and officers of the Ensuing Issuer following the Closing. Ahead-looking statements are essentially primarily based upon plenty of estimates and assumptions that, whereas thought of affordable, are topic to recognized and unknown dangers, uncertainties and different components which can trigger precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking statements. Such components embrace: common enterprise, financial, aggressive, political and social uncertainties; delay or failure to obtain any essential board, shareholder or regulatory approvals, together with the approval of any relevant regulatory authority; the chance {that a} regulatory authority might not approve the Transaction on the phrases proposed or in any respect; the chance that the escrow launch situations associated to the subscription receipts offered underneath the Concurrent Financing might not be glad previous to the relevant deadline; that components might happen which impede or forestall Tokens’ future enterprise plans; and different components past the management of COIN and Tokens. There will be no assurance that such statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers mustn’t place undue reliance on the forward-looking statements and data contained on this information launch. The phrases and situations of the Transaction and the Concurrent Financing might change primarily based on the receipt of tax, company and securities regulation recommendation for every of the events. Besides as required by regulation, COIN and Tokens assume no obligation to replace the forward-looking statements, whether or not they change because of new info, future occasions or in any other case, besides as required by regulation.



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