TORONTO, Dec. 17, 2019 /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 disposition (the "Disposition") of securities of CryptoStar Corp. (the "Issuer") by A.C.N. 117 402 838 PTY LTD (formerly, Adrenaline Pty Ltd) ("A.C.N.") and the Joint Actors (as defined below). The Issuer's head office is located at 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3.
A.C.N. 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 A.C.N. and may be considered joint actors (the "Joint Actors").
On December 16, 2019, A.C.N. disposed a total of 28,437,500 common shares ("Common Shares") in the capital of the Issuer (representing 13.6% of the issued and outstanding Common Shares on a non-diluted basis).
The Disposition was made in connection with the entering into of: (1) an agreement (the "Agreement") dated November 26, 2019 among the Issuer, A.C.N. and an arm's length service provider to the Issuer (the "Service Provider"), and (2) a consulting agreement (the "Consulting Agreement") dated December 16, 2019 between A.C.N. and an arm's length consultant to A.C.N. (the "Consultant"). Pursuant to the Agreement, A.C.N. transferred 20,312,500 Common Shares to the Service Provider as part of the consideration payable under the Agreement. Pursuant to the Consulting Agreement, A.C.N. transferred 8,125,000 Common Shares to the Consultant as consideration payable under the Consulting Agreement.
Immediately prior to the Disposition, A.C.N. had ownership of, or excised control or direction over, 162,500,000 Common Shares (representing 77.8% of the issued and outstanding Common Shares on a non-diluted basis). Immediately after the Disposition, A.C.N. has ownership of, or excises control or direction over, 134,062,500 Common Shares (representing 64.2% of the issued and outstanding Common Shares on a non-diluted basis).
A.C.N. and the Joint Actors hold securities of the Issuer 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. A.C.N. 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.
The Early Warning Report will be filed by A.C.N. 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]