Articles > Apolo Acquisition Corp. and Cryptoglobal Inc. Complete Qualifying Transaction

Apolo Acquisition Corp. and Cryptoglobal Inc. Complete Qualifying Transaction
January 29, 2018

CryptoGlobal Corp. ("CryptoGlobal") (formerly Apolo Acquisition Corp. ("Apolo")) is pleased to announce the completion of its qualifying transaction (the "Qualifying Transaction").

Trading in the common shares of Apolo was previously halted on November 6, 2017 at the request of Apolo upon announcement of the Qualifying Transaction. Trading in the common shares of CryptoGlobal (the "Resulting Issuer Shares") is expected to commence on the TSX Venture Exchange (the "TSXV") at market open on Monday January 29, 2018 under the symbol "CPTO", following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.

Pursuant to the Qualifying Transaction, Apolo acquired all of the issued and outstanding shares (the "CryptoGlobal Shares") of CryptoGlobal Inc. ("CGI"), with the former shareholders of CGI receiving one common share of Apolo for each CGI Share held (the "Exchange Ratio"). The outstanding warrants and options of CGI were also exchanged for comparable securities of Apolo on the basis of the Exchange Ratio. Immediately prior to the closing of the Qualifying Transaction, Apolo consolidated its shares on a 3.938-for-one basis and changed its name to "CryptoGlobal Corp." CGI subsequently amalgamated with a wholly-owned subsidiary of Apolo, with the amalgamating company continuing as a wholly-owned subsidiary of CryptoGlobal.

The Qualifying Transaction constitutes a reverse take-over, as the former shareholders of CGI now own (on a non-diluted basis) approximately 94.7% of the outstanding Resulting Issuer Shares immediately after the closing of the Qualifying Transaction. The board of directors of CryptoGlobal consists of five new directors comprised of the following persons: Rob Segal (Chairman), James Millership, Perry Miele, Nicole Verkindt, and Eric Klein. In addition, Rob Segal will serve as Chief Executive Officer, James Millership will serve as President, and Jing Pengwill serve as Chief Financial Officer and Corporate Secretary of CryptoGlobal. The completion of the Qualifying Transaction has received final approval of the TSXV.

In connection with the Qualifying Transaction, CryptoGlobal issued the following securities for the acquisition of CGI: 117,014,771 Resulting Issuer Shares, broker warrants to purchase 750,000 Resulting Issuer Shares and options to purchase 2,555,587 Resulting Issuer Shares. In addition, the board of directors of CryptoGlobal today issued an aggregate of 1,100,000 options to employees and consultants of CryptoGlobal to acquire Resulting Issuers for a period of five years from the date of grant at a price of $0.85 per Resulting Issuer Share, and former officers and directors of Apolo exercised an aggregate of 175,216 options of CryptoGlobal. After giving effect to the Qualifying Transaction, there are 120,148,341 Resulting Issuer Shares issued and outstanding (on a non-diluted basis). In addition, there are an aggregate of 3,661,935 options to purchase Resulting Issuer Shares, 750,000 broker warrants to purchase Resulting Issuer Shares and 126,968 agent options to purchase Resulting Issuer Shares.

Further details of the Qualifying Transaction are contained in news releases of Apolo dated November 7, November 24 and December 1, 2017, and January 17, 2018. Readers are also referred to the filing statement of Apolo dated January 17, 2018 (the "Filing Statement") which was prepared in accordance with the requirements of the TSXV and filed under CryptoGlobal's issuer profile on SEDAR at www.sedar.com.

Early Warning Disclosure Pursuant to National Instrument 62-103

In connection with the Qualifying Transaction, each of 1109382 Ontario Inc. (an entity beneficially owned and controlled by Mr. Rob Segal) and Whole Earth Holdings Inc. (an entity beneficially owned and controlled by Mr. James Millership) acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws. Immediately prior to completion of the Qualifying Transaction, none of 1109382 Ontario Inc., Whole Earth Holdings Inc., Rob Segal or James Millership had ownership of, or exercised control or direction over, any voting or equity securities of Apolo.

1109382 Ontario Inc. acquired ownership of 27,159,650 Resulting Issuer Shares representing approximately 22% of the outstanding Resulting Issuer Shares on a fully-diluted basis. Whole Earth Holdings Inc. acquired ownership of 26,909,650 Resulting Issuer Shares representing approximately 21.8% of the outstanding Resulting Issuer Shares on a fully-diluted basis.

Each of 1109382 Ontario Inc. and Whole Earth Holdings Inc.: (i) acquired the Resulting Issuer Shares in connection with the Qualifying Transaction; (ii) holds the Resulting Issuer Shares for investment purposes; and (iii) does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of CryptoGlobal. As disclosed in the Filing Statement, the securities of CryptoGlobal held by each of 1109382 Ontario Inc. and Whole Earth Holdings Inc. are subject to escrow restrictions. Each of 1109382 Ontario Inc. and Whole Earth Holdings Inc. may, from time to time and depending on market and other conditions, acquire additional Resulting Issuer Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise (if and when granted), or may sell all or some portion of the Resulting Issuer Share they own or control (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions), or may continue to hold the Resulting Issuer Shares.

Early warning reports will be filed by 1109382 Ontario Inc. and Whole Earth Holdings Inc. in accordance with applicable securities laws. To obtain a copy of the early warning reports, please contact Mr. Segal or Mr. Millership c/o CryptoGlobal Corp., 388 Carlaw Avenue, Suite 300, Toronto, Ontario M4M 2T4, Telephone: 416.312.8141 (Rob Segal) or 647.700.8661 (James Millership).

About CryptoGlobal

CryptoGlobal operates in the distributed ledger technology space, utilizing specialized equipment to solve complex computational problems to validate transactions on the blockchain (a process known as "mining"), receiving digital or virtual currencies, including Bitcoin, Ethereum, Litecoin and Dash, in exchange for this service. CryptoGlobal's office and equipment are currently all located in the Province of Ontario.

FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements, including, but not limited to, statements about CryptoGlobal's future plans and intentions, and the listing of the Resulting Issuer Shares on the TSXV.  Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. 

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the CryptoGlobal cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the CryptoGlobal assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE CryptoGlobal Corp.

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