Fogchain Announces Definitive Agreement for the Acquisition of Canadian Teleradiology Services

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VANCOUVER and SAN CARLOS, CA, Dec. 18, 2019 /CNW/ - FogChain Corp. (CSE: FOG) (OTCB: FOGCF) (FRA: MUU3) (the "Company" or "FogChain") is pleased to announce, further to its news release on November 6, 2019, the Company has entered into a definitive share exchange agreement with Canadian Teleradiology Services Inc. ("CTS") and the shareholders of CTS (the "CTS Shareholders") dated December 17, 2019 (the "Share Exchange Agreement"), pursuant to which the Company has agreed to acquire all of the issued and outstanding common shares in the capital of CTS (the "CTS Shares"), a privately held Canadian company, from the CTS Shareholders in exchange for the issuance of common shares in the capital of the Company (the "FogChain Common Shares") subject to the conditions set out in the Share Exchange Agreement (the "Transaction").

The CTS Shareholders are expected to receive approximately 15,000,000 post-Consolidation (as defined below) FogChain Common Shares in consideration for all the issued and outstanding CTS Shares, at a deemed price of $4,687.50 per CTS Share on a pro-rata basis. In addition, subject to the approval of the Canadian Securities Exchange (the "CSE") an aggregate of 5,000,000 common shares in the capital of the combined entity upon completion of the Transaction (the "Resulting Issuer") will be issued to Mitchell Geisler and Robert Landau in connection with the entering into of employment agreements with the Resulting Issuer. Subject to the fulfillment of the conditions precedent set out in the Share Exchange Agreement, including receipt of approval from the CSE and shareholders of the Company, the Transaction is expected to close on or prior to March 15, 2020, or such date as the Company and CTS may agree.

Upon successful completion of the Transaction, the Company will continue the business of CTS and will change its name (the "Name Change") to "RSI Health Inc." or another name selected by CTS acceptable to the CSE upon closing of the Transaction (the "Closing").

The Transaction

The Share Exchange Agreement contains a number of conditions precedent Closing, including the completion of the Consolidation of the FogChain Common Shares and class A convertible restricted voting shares of FogChain (the "FogChain Class A Shares", and together with the FogChain Common Shares, the "FogChain Shares"), completion of customary due diligence, receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements and all requisite board and shareholder approvals being obtained.

The Consolidation

Immediately prior to the completion of the Transaction, it is a condition that the Company consolidates its issued and outstanding share capital on the basis of fifteen (15) pre-consolidation FogChain Shares for one (1) post-consolidation FogChain Share (the "Consolidation"). The FogChain Common Shares to be issued to CTS Shareholders in exchange for their CTS Shares in connection with the Transaction will be issued on a post-Consolidation basis.

The FogChain Common Shares issued in connection with the Transaction may be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the CSE.

Board of Directors and Management

In connection with the Transaction, it is anticipated that James Cerna, Charles Berman, Patrick Quilter, and Zachary Dymala-Dolesky will resign upon Closing and the following people will be appointed as directors and officers, as applicable, of the Company:

Mitchell Geisler, Chief Executive Officer and Director

Since 2009, Mr. Geisler has been the Chief Executive Officer and a director of CTS. He received his Bachelor of Arts degree from York University. Mr. Geisler is also the Chief Executive Officer and Director of Medical Imaging Corp., a holding corporation, that owns 62.5% of CTS. Mr. Geisler has extensive experience in healthcare operations across North America.

Robert Landau, Chief Financial Officer and Director

Mr. Landau is the Chief Financial Officer of CTS. He received his Bachelor of Commerce degree in Finance and Actuarial Science from the University of Toronto. Mr. Landau is also the president of Leveljump Inc., a consulting firm for accounting and financial services. From 2012 to 2018, Mr. Landau was a consultant for accounting and finance for four diagnostic imaging centres in the United States.

Jeffrey Stevens, Director

Mr. Stevens is Chief Operating Officer and President of Datametrex AI Ltd. (TSXV:DM), an Artificial Intelligence and Machine Learning company, and a Director at New Wave Holdings, a private eSports and eGaming Investment Company. In addition to Mr. Stevens experience as an operator, he also brings 20 + years of professional experience in the Canadian capital markets. Through the course of his career he was the head of two Sales and Trading desks and was instrumental in building the Canadian operations for a US based Investment Bank in Toronto. Mr. Stevens' experience was largely focused on capital raising for microcap and small cap companies in Canada. His client base included Institutional Money Managers, Hedge Funds, Mutual Funds and Family Offices in Canada, the United States, and Europe.

Melanie Salvador, Director

Ms. Salvador is Chairman & CEO for The Teralight Group, a company that services telecom operators and governments in Asia, Africa and the Middle East. Ms. Salvador's past accomplishments include being involved in the acquisition and restructuring of Goepel McDermid by Raymond James Financial, both leading investment banks in Canada and the United States, respectively. Her experience in both the retail and operations side of investment banking spans over ten years and she has over 12 years' experience in telecom and technology. This experience includes over six years as a Relationship Manager for the leading global fintech company, DST Systems (recently acquired by SS&C at a valuation of $5.4 billion). On the telecom side, Ms. Salvador was one of the owners of WanTok Network Ltd, a network operator located in the South Pacific.

Disclosure and Caution

Additional information in respect of the Transaction will be included in the Company's listing statement to be filed in connection with the Transaction and which will be available on the Company's SEDAR profile at www.sedar.com.

Canadian Teleradiology Services Inc.

CTS provides Teleradiology services (remote radiology reading), primarily for hospitals. CTS is a leading Canadian supplier and solution for rural hospitals and small urban centers, and helps to ensure they can provide quality service to their communities. CTS' services assist hospitals' emergency rooms and diagnostic imaging departments to offer its communities emergency care on a 24-hour 7-day a week cycle.

FogChain Corp.

FogChain is a fully integrated, end-to-end software development life cycle (SDLC) and quality assurance solutions provider. With its high-performance application development, testing and monitoring platform, Trident, FogChain's suite of services and technology provides application development at scale with greater speed, greater efficiency and at a lower cost. The explosive demand for more edge computing and security within the Micro-Service, IoT, mobile data and driverless vehicle space places FogChain's Build Once- Deploy-Everywhere software architecture as a leading ecosystem of tools and resources for developers that bridge devices, operating systems and the ability to build and launch exciting new applications in a unified environment.

Learn more at www.FogChainInc.com

Forward-Looking Information

This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "expects", "is expected", "intends", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include those relating to the acquisition by FogChain of all of the outstanding CTS Shares and the corresponding issuance of FogChain Shares, the anticipated Consolidation, the anticipated Name Change, the issuance of common shares of the Resulting Issuer to Mitchell Geisler and Robert and related CSE approval, the satisfaction of necessary terms to complete the Transaction, including: receipt of necessary approvals from the shareholders of each respective company, the CSE and any other third party or regulatory approvals required, and expectations relating to the timing of Closing. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, including assumptions related to the ability of both companies to successfully complete all the conditions precedent under the Share Exchange Agreement and the companies receiving all necessary future approvals and permits. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, undue reliance should not be placed on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Except as required by law, FogChain undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news release. The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

SOURCE FogChain Corp.

FogChain Media Contact: Investor Relations, [email protected] [phone]