TORONTO, Sept. 27, 2018 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the acquisition (the "Acquisition") of securities of CryptoStar Corp. (the "Issuer") by Adrenaline Pty Ltd ("Adrenaline") and the Joint Actors (as defined below). The Issuer's head office is located at 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3.
Adrenaline is a proprietary company under the Corporations Act 2001 (Cth) (Australia). David Jellins (President, Chief Executive Officer and Director of the Issuer) and Amelia Jones (Chief Commercial Officer and Director of the Issuer) each own a 50% interest in Adrenaline and may be considered joint actors (the "Joint Actors").
On September 26, 2018, Adrenaline acquired: (i) a total of 162,500,000 common shares ("Common Shares") in the capital of the Issuer (representing 77.84% of the issued and outstanding Common Shares on a non-diluted basis) and (ii) a total of 10,000,000 warrants to purchase Common Shares ("Warrants"). Additionally, in connection with the Transaction (as defined below), David Jellins acquired a total of 120,000 stock options ("Stock Options") of the Issuer and Amelia Jones acquired a total of 120,000 Stock Options. The securities (the "Acquired Securities") acquired by Adrenaline and the Joint Actors represent 76.77% of the issued and outstanding Common Shares on a fully-diluted basis.
The Acquisition was made in connection with the completion of a qualifying transaction and amalgamation (the "Transaction") involving the Issuer, CryptoStar Inc. ("CryptoStar") and 2626694 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Issuer, pursuant to a Definitive Qualifying Transaction Agreement (the "QT Agreement") dated August 17, 2018 among the Issuer, CryptoStar and Subco. In connection with the Transaction, as more fully described in the Issuer's filing statement (the "Filing Statement") dated August 17, 2018, each outstanding security of CryptoStar was exchanged for an equivalent security of the Issuer. Adrenaline acquired its portion of the Acquired Securities in exchange for: (i) 162,500,000 common shares ("CryptoStar Shares") in the capital of CryptoStar and (ii) 10,000,000 warrants to purchase CryptoStar Shares, pursuant to the terms of the QT Agreement as described in the Filing Statement. In connection with the closing of the Transaction, David Jellins and Amelia Jones were each granted 120,000 Stock Options pursuant to the fixed number incentive stock option plan approved by the shareholders of the Issuer on March 14, 2018. The Transaction constituted the Issuer's "Qualifying Transaction" under policy 2.4 of the TSX Venture Exchange.
Immediately prior to the completion of the Transaction, none of Adrenaline or the Joint Actors had ownership of, or excised control or directive cover, any voting or equity securities of the Issuer.
The Adrenaline and the Joint Actors hold the Acquired Securities for investment purposes and do not have any current intentions to increase or decrease their beneficial ownership or control or direction over any additional securities of the Issuer. As disclosed in the Filing Statement, the 162,500,000 Common Shares and 10,000,000 Warrants comprising the Acquired Securities ("Escrowed Securities") are subject to a TSX Venture Exchange Tier 1 Surplus Security Escrow Agreement (the "Escrow Agreement"). Upon release of the Escrowed Securities from escrow pursuant to the Escrow Agreement, Adrenaline and the Joint Actors may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors (in accordance with the terms of the Escrow Agreement).
The Early Warning Report will be filed by Adrenaline and the Joint Actors in accordance with applicable securities laws. To obtain a copy of the Early Warning Report, please contact David Jellins c/o CryptoStar Corp., 181 Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3, Email: [email protected].
SOURCE CryptoStar Corp.
For further information: David Jellins c/o CryptoStar Corp., 181 Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3, Email: [email protected]