SAN CARLOS, CA, May 28, 2018 /CNW/ - On May 24, 2018, through a reverse triangular merger (the "Merger"), involving FogChain Corp. (the "Issuer" formerly known as Mukuba Resources Limited), FogChain, Inc. and Mukuba Subco Inc. (a wholly-owned subsidiary of the Issuer), Mr. James Cerna, the Chief Executive Officer of the Issuer and a holding company controlled by Mr. Cerna (together the "Acquirors") acquired ownership and control of an aggregate 18,630,000 Class A Convertible Restricted Voting Shares of the Issuer ("Class A Convertible Restricted Voting Shares"), representing 100% of the issued and outstanding Class A Convertible Restricted Voting Shares of the Issuer.
The Class A Convertible Restricted Voting Shares are convertible into common shares of the Issuer ("Common Shares"). In the event that the Acquirors converted the Class A Convertible Restricted Voting Shares they currently hold, the Acquirors would hold an aggregate of 18,630,000 Common Shares of the Issuer, representing 23.6% of the issued and outstanding Common Shares.
The Class A Convertible Restricted Voting Shares were acquired in connection with the Merger which is described in the management information circular of the Issuer dated February 28, 2018 (the "Circular") and filed on SEDAR on March 1, 2018.
The Class A Convertible Restricted Voting Shares are held by the Acquirors for investment purposes. Depending on market and other conditions, the Acquirors may, directly or indirectly, acquire ownership or control over additional shares of the Issuer, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to any escrow and/or lock-up agreements), the Acquirors may sell any of their shares of the Issuer.
A copy of the early warning report to be filed by Mr. Cerna in connection with the transactions referred to in this press release may be obtained from James Cerna at [email protected].
The address of Mr. Cerna is:
c/o FogChain Corp.
#235 - 655 Skyway Road
San Carlos, California
United States 94070
SOURCE James Cerna
For further information: James Cerna, [email protected]