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DMG Blockchain Solutions Inc. (TSX-V:DMGI) (“DMG” or the “Company”), is pleased to announce the acquisition of Datient, Inc., doing business as “Blockseer” (the “Transaction”) pursuant to which DMG’s U.S. subsidiary will acquire all of the issued and outstanding securities of Blockseer, and will close upon the TSX Venture Exchange’s approval.
Blockseer is a private company incorporated under the laws of Delaware, U.S.A., with its business headquarters in Silicon Valley, California, USA.
Blockseer’s mission is to make Blockchain data and applications accessible to everyone by providing valuable analysis of patterns, useful metrics, clear visualizations, and actionable intelligence. Blockchains are a new platform that enable transactions and applications (or smart contracts) in a decentralized setting. Blockseer provides the analytics tools for these transactions and applications on the Blockchain. Blockseer’s current team consists of seven (7) Blockchain developers located in Silicon Valley, California, USA, and is led by its Chief Executive Officer and founder, Danny Yang.
Terms of Transaction
Under the terms of the Transaction, DMG, through its U.S. subsidiary (“DMG-US”), will acquire Blockseer for a purchase price comprising C$2,630,769 in cash and up to 7,673,076 common shares of DMG (the “Transaction Shares”) with a maximum transaction value of C$16,000,000. The number of Transaction Shares to be issued will be based on the 15-day volume weighted average trading price of DMG’s shares on the TSX Venture Exchange following the closing of the Transaction.
The Transaction Shares issued to the former Blockseer securities holders will be subject to vesting with such shares vesting ratably on a calendar quarterly basis over a two-year period following the Closing (the “Trading Restrictions”).
Following the Transaction DMG-US will own 100% of Blockseer, with DMG-US shares being owned approximately 61% by DMG and approximately 39% by the selling securityholders of Blockseer.
Upon completion of the Trading Restrictions each individual holder of the DMG-US shall have the option to exchange of such shares at the election of the holder 1-for-1 for DMG common shares which will be fully tradable subject to the regulations of the TSX Venture Exchange.,Additionally, in the event that upon completion of the Trading Restrictions the per share price of DMG’s common shares is greater than C$0.40 (as adjusted for stock splits and consolidations), then DMG, at its sole election, shall have the option to exchange all of the shares of DMG-US held by the former security holders of Blockseer 1-for-1 for common shares of DMG, which will be fully tradable shares in accordance with the policies of the TSX Venture Exchange.
In connection with the Transaction, Danny Yang has been appointed as the Chief Technology Officer of DMG and Sheldon Bennett has been appointed as the Chief Operating Officer and will also remain as a director of DMG. Additionally, all of the Blockseer developers, including Mr. Yang, have agreed to enter into new employment agreements.
Appointment of Lou Kerner to the Advisory Board
The Company is also pleased to announce the appointment of Lou Kerner to the Company’s advisory board. Lou Kerner is a Founding Partner of CryptoOracle, a Crypto VC and Advisory firm focused exclusively on investing and advising entities leveraging, blockchain, cryptocurrency, smart contracts and decentralization. Lou Kerner had a distinguished career as an equity analyst following media and tech companies for Goldman Sachs and Merrill Lynch.
DMG Blockchain Solutions Inc. is a full service diversified blockchain and cryptocurrency company that manages, operates and develops end-to-end solutions to monetize the blockchain ecosystem. DMG intends to be the global leader in bitcoin mining hosting, Mining as a Service (MaaS), bitcoin mining, forensics and diversified blockchain platform development.
On behalf of the Board of Directors,
Daniel Reitzik, CEO & Director
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information based on current expectations. Statements about the acquisition of Blockseer, other transactions, product development, customer acquisitions, events, courses of action, and the potential of the Company’s technology and operations, among others, are all forward-looking information. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions; the ability to manage operating expenses, which may adversely affect the Company’s financial condition; the ability to remain competitive as other better financed competitors develop and release competitive products; regulatory uncertainties; market conditions and the demand and pricing for products; the demand and pricing of bitcoins; security threats, including a loss/theft of DMG’s bitcoins; DMG’s relationships with its customers, distributors and business partners; DMG’s ability to successfully define, design and release new products in a timely manner that meet customers’ needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; the impact of technology changes on the products and industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; the ability to manage working capital; and the dependence on key personnel. DMG may not actually achieve its plans, projections, or expectations. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, the ability to successfully develop software, that there will be no regulation or law that will prevent the Company from operating its business, anticipated costs, the ability to achieve goals and the price of bitcoin. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements.
The securities of DMG are considered highly speculative due to the nature of DMG’s business.
Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, failure to obtain any permits required to operate the business, the impact of technology changes on the industry, competition, security threats including stolen bitcoins from DMG or its customers, consumer sentiment towards DMG’s products, services and blockchain technology generally, failure to develop new and innovative products, litigation, increase in operating costs, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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.