VANCOUVER and SAN CARLOS, CA, Nov. 6, 2019 /CNW/ - (OTCB: FOGCF; CSE: FOG; FRA: MUU3) FogChain Corp. ("FogChain" or the "Company") is pleased to announced that it has entered into a letter of intent ("LOI") dated November 5, 2019 with Canadian Teleradiology Services, Inc. ("CTS") pursuant to which FogChain will acquire all of the outstanding shares of CTS pursuant to a share exchange agreement which will constitute a fundamental change of the Company by Canadian Teleradiology Services Inc. (the "Transaction") within the meaning of the policies of the Canadian Securities Exchange Inc. (the "CSE"). The resulting issuer (the "Resulting Issuer") upon completion of the Transaction will change its name to some other name as acceptable to the parties and will operate the current business of Canadian Teleradiology Services Inc.
"We are a healthcare company committed to finding new sectors within our industry that help to fill a need for patients and provide opportunity for company growth," said Mitchell Geisler, CEO of CTS. "By going public in the Canadian market, we hope to rapidly expand CTS services and begin to acquire additional new healthcare businesses that are developing new technologies to provide faster and high-quality services for patients."
"This transaction will allow the current FogChain shareholders an opportunity to share in CTS's success and future growth. We will begin to immediately enhance and develop CTS's medical technology using our suite of testing and monitoring products" commented James Cerna, CEO of FogChain.
Pursuant to the Transaction, all of the issued and outstanding common shares in the capital of CTS (the "CTS Shares") will be exchanged for common shares in the capital of the Company which will result in CTS becoming a wholly owned subsidiary of the Company. Under the terms of the LOI, upon completion of the Transaction, the current shareholders of the Company will retain approximately 23% of the issued and outstanding share capital of the Resulting Issuer on a fully diluted basis, inclusive of any securities which may be issued pursuant to any financing which CTS may pursue concurrent with the Transaction.
The final structure of the Transaction will be determined by the parties following the receipt of tax, corporate and securities law advice. The Transaction is an arm's length transaction and pursuant to the terms of the LOI it is anticipated that the definitive agreement (the "Definitive Agreement") in respect of the Transaction will be signed on or before December 10, 2019, at which time the Company will issue a comprehensive news release in respect of the Transaction.
Completion of the Transaction is subject to a number of conditions, including but not limited to the following key conditions:
- execution of the Definitive Agreement;
- completion of mutually satisfactory due diligence; and
- receipt of all required regulatory, corporate and third-party approvals, including the approval of the CSE and the shareholders of the Company and CTS (if required) and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction.
New Board and Management
Effective on the closing of the Transaction it is anticipated that the current members of the board of directors of the Company (the "Board") and the current management of the Company will resign. With respect of the Board, the current members will upon completion of the Transaction be replaced by nominees to the Board appointed by CTS (the "Nominees") and the existing management team of CTS will replace the current management of the Company.
Prior to the completion of the Transaction, the Company will call an annual and special meeting of its shareholders for the purpose of approving, among other matters (i) the election of the Nominees to the Board; and (ii) the change of name of the Company.
Trading in the common shares of the Company will be halted on November 5, 2019 at the opening and it is expected subsequent to the dissemination of this news release, the common shares will resume trading on the CSE.
Canadian Teleradiology Services
Canadian Teleradiology Services, Inc., ("CTS") provides Teleradiology services (remote radiology), using licensed IT platforms and hosted servers. CTS is a leading Canadian supplier and solution for remote rural hospitals and helps to ensure they can provide quality service to their communities. CTS service assist hospital's emergency rooms and diagnostic imaging departments to offer its communities emergency care on a 24-hour 7 day a week cycle.
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
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward‐looking statements and information concerning the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the assumption that the Company will receive the approval of its shareholders and the CSE in respect of the Transaction. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain the final approval of the CSE, among other factors.
The forward-looking statements contained in this press release are made as of the date of this press 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.
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.
For further information: FogChain Media Contact: Investor Relations, [email protected], (604) 684-2181