VANCOUVER, July 8, 2019 /CNW/ - Netcoins Holdings Inc. ("Netcoins Holdings") (CSE: NETC) is pleased to announce that it has filed its management information circular (the "Circular") and related materials (collectively the "Proxy Materials") with the relevant Canadian securities regulators for an annual general and special meeting (the "Meeting") of Netcoins shareholders (the "Shareholders") at which Shareholders will be asked to approve the share purchase agreement (the "Transaction") with BIG Blockchain Intelligence Group ("BIG") (CSE: BIGG; OTC: BBKCF; WKN: A2JSKG) and approve the distribution of all the BIG shares to Shareholders (the "Distribution"), as previously announced on May 27, 2019. The Meeting is scheduled for 10:00 a.m. (Vancouver time) on Wednesday, July 24, 2019 at Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7. The circular has also been mailed to Shareholders to provide them with information about both companies and the proposed Transaction.
Under terms of the Transaction, BIG's wholly-owned subsidiary, 1208810 B.C. Ltd. (the "Purchaser") will purchase the shares of Netcoins Inc., NTC Holdings Corp. and NTC Holdings USA Corp. (collectively, the "Subsidiaries") for the purchase price of $3,000,000, payable to Netcoins Holdings in common shares in the capital of BIG (the "BIG Shares") at an issue price of $0.08 per BIG Share for an aggregate issuance of 37,500,000 BIG Shares. The Transaction and Distribution are subject to approval by Shareholders and the Canadian Securities Exchange. Shareholders will continue to have an interest in the assets being sold to the Purchaser through their holdings in BIG.
Benefits to Shareholders
Netcoins Holdings' board of directors considers the Transaction to have multiple benefits to Shareholders, including:
- receiving shares of BIG, which is very well capitalized, and gives further direct leverage to the cryptocurrency and blockchain industry. BIG can enable Netcoins to do more, and significantly larger, OTC deals which require funds to be placed in escrow in advance. As a part of BIG, Netcoins can execute more trades and make more money.
- in line with BIG's objective of bringing cryptocurrency mainstream, post-transaction BIG will be a vertically integrated crypto company, focused on compliance, regulation and trading. BIG's "compliance first" strategy provides a distinct competitive edge when it comes to cost and readiness, over companies in the space that have either no or poor anti money laundering (AML) compliance. BIG's BitRank, monitoring every trade, can make the Netcoins' traditional brokerage offerings an industry leader.
- leveraging Netcoins established relationships with a wide range of exchanges, both as customers and service providers, all of which are high value targets for BIG's BitRank product. Together, BIG can speed market adoption globally of BitRank and its recurring revenue stream tied to every transaction that is verified, benefitting Netcoins Holdings shareholders who receive BIG shares post-transaction.
- the acquisition of new assets that would deliver incremental value to Shareholders, while ensuring that Shareholders continue to have interest in the current business of Netcoins Holdings by virtue of holding BIG Shares after the proposed Distribution, other than Shareholders not resident in Canada, who would be compensated with the equivalent cash value of the BIG Shares they would otherwise have been entitled to.
- plus, allow Shareholders to hold securities in two reporting issuers listed on the CSE, and continue to have liquidity for their investment.
- and finally, Netcoins Holdings would be receiving consideration in the amount of $3,000,000 for the assets being transferred to BIG, which represents a premium over the value of the assets.
Netcoins' Holdings board of directors believes that it is in the best interests of the company to sell the Subsidiaries and pursue new assets and a new business. Netcoins Holdings' board of directors unanimously recommends that Shareholders vote FOR the Transaction and the Distribution.
To be effective, the Transaction and Distribution resolutions must be approved by two-thirds (66⅔%) of the common shares of Netcoins Holdings represented at the Meeting in person or by proxy. Netcoins Holdings' board of directors has fixed June 14, 2019 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof.
To be used at the Meeting proxies must be received by Netcoins' transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, Fax Number: 416-350-5008, not less than 48 hours, (excluding Saturdays, Sundays and Statutory holidays recognized in the Province of Ontario) before the time and date of the Meeting or any adjournment or postponement thereof.
Your vote is important regardless of the number of shares you own. Netcoins encourages Shareholders to read the Proxy Materials in detail and vote prior to the proxy voting deadline at 10:00 a.m. (Vancouver time) on Monday July 22, 2019. An electronic copy of the Circular is also available on SEDAR under the Company's profile at www.sedar.com.
About Netcoins Holdings
The Company is in the business of developing software to make the purchase and sale of cryptocurrency easily accessible to the mass consumer and investor through brokerage services.
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
This information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Netcoins Holdings Inc.
For further information: Contact Netcoins at 778-785-1175; or [email protected] Shareholder questions and voting assistance: Laurel Hill Advisory Group, North America Toll Free: 1-877-452-7184, Collect Calls outside North America: 1-416-304-0211, Email: [email protected]