London, United Kingdom and Vancouver, British Columbia–(Newsfile Corp. – March 23, 2023) – GlobalBlock Digital Asset Trading Limited (TSXV: BLOK) (OTC Pink: BLVDF) (FSE: BD4) (the “Company“) announces that it has entered into a Business Disposition Agreement dated March 22, 2023 (the “SETTLEMENT“) with GlobalBlock Ltd. (“GB UK“) and the original shareholders and founders of GB UK (the “GB UK Builders“) to transfer GB UK and its digital asset broker business back to GB UK Founders (the “Disposition Transaction“). In return, the GB UK Founders will return to the Company 48,450,000 common shares of the Company that they collectively hold (which shares were originally issued to the GB UK Founders when the Company acquired GB UK in 2021 ).The Disposition Transaction is considered a non-arm’s length transaction because it involves “Non-Arm’s Length Parties” (as defined by the TSX Venture Exchange (the “switch“)).
The Company determined that due to the current environment surrounding digital assets and the costs and restrictions surrounding the operation of a digital asset broker business within a publicly listed entity, the digital asset business brokers operated by GB UK and its subsidiaries are best served. except for a publicly listed entity. As a result, GB UK Founders has agreed under the Disposition Transaction to privatize the business, and the Company will seek alternative transactions and businesses to acquire or combine.
Key Terms of Disposition Transaction
Upon completion of the Disposition Transaction (the “CONCLUSION“), the Company will sell all shares of GB UK to the GB UK Founders in exchange for the return of 48,450,000 common shares of the Company jointly held by the GB UK Founders.
The Agreement sets out how the assets, liabilities and obligations of the Company and GB UK and its business will be dispersed or transferred between the Company and GB UK effective December 31, 2022, including the division of cash and liabilities, and the liabilities to each of the Company and GB UK onwards. The Company and GB UK have agreed to share on a 50/50 basis: (i) the costs of the Company’s current CFO until the end of the term of his consultancy agreement, (ii) the costs of preparing the audited financials statements of the Company for the year ended December 31, 2022, and (iii) the costs of the Disposition Transaction.
Upon Closing, David Thomas will resign as CEO and a director of the Company and Patrick Bullman will resign as a director of the Company.
At Closing, the Company will provide a £150,000 credit facility (the “Loan Facility“) to GB UK to assist in the transitional phase and support business opportunities in GB UK. The Loan Facility is a non-revolving loan with a 12-month maturity date and bears interest at a rate equal to prime rate plus 2.0% If the Loan Facility is not repaid on its due date, then the Loan Facility shall remain outstanding, and GB UK shall issue to the Company that number of its ordinary shares resulting in Company holding 5% of the issued and outstanding ordinary shares of GB UK (on a fully diluted basis). If the Loan Facility is not repaid within six (6) months of the payment date, then the Loan Facility shall remain outstanding, and GB UK shall be required to issue to the Company such number of additional ordinary shares such that the Company holds 10% of the issued and outstanding ordinary shares of GB UK (on a fully diluted basis).
The Disposition Transaction is subject to customary Closing conditions, but also includes the following Closing conditions:
holders of options to acquire up to 1.5 million common shares of the Company (those holders being David Thomas, Patrick Bullman and certain employees of GB UK) will enter into agreements to terminate those option held by them; and
Objection rights in connection with the Disposition Transaction shall not be validly exercised (and shall not be withdrawn) with respect to more than 1% of the issued and outstanding common shares of the Company.
After the Disposition Transaction, the Company’s remaining assets will be cash and the blockchain patents it acquired in February 2021. Accordingly, the Company should identify and, if successful, acquire or combine into a new business . The Company discussed the Disposition Transaction with the Exchange and the Exchange advised that after the completion of the Disposition Transaction, the Company’s listing may be transferred to the NEX Board of the Exchange until the Company is able to acquire or combine with a new one. business.
Upon completion of the Disposition Transaction, the Company shall identify and appoint a new Chief Executive Officer and at least one (1) additional director.
Additional Details of Disposition Transaction
Disposition of All or Substantially All Company Property
The Disposition Transaction involves the disposition of GB UK and its digital asset broker business, which is substantially all of the Company’s assets. Thus, the Company is required to obtain the affirmative vote of at least two-thirds of the votes cast by the Company’s shareholders present at a special meeting of shareholders (the “MEETING“) in person or represented by proxy and entitled to vote at the Meeting, pursuant to section 301 of Business Corporations Act (British Columbia) (“BCBCA“).
Pursuant to the BCBCA, any registered holder of the Company’s shares has the right to object (“Correct Objection“). Each adverse shareholder is entitled to be paid the fair value of all, but not less than all, of the owner’s shares, provided that the holder properly objects to the Disposition Transaction and the Disposition Transaction is approved by approval of the shareholders is required. .
Related Party Transactions
The GB UK Founders, as parties to the Disposition Transaction, each own more than 10% of the issued and outstanding common shares of the Company. Accordingly, the Company is also required to obtain the affirmative vote of a majority of the Company’s shareholders present at the Meeting in person or represented by proxy, excluding any votes attached to the Company’s beneficially owned shares. owned by GB UK Founders or over which GB UK Founders exercises control or direction and any person having a material interest in the Disposition Transaction, pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Special Committee
To ensure that the interests of the Company are fairly considered in the negotiation and review of the Disposition Transaction and to manage conflicts of interest that may arise in the context of the Disposition Transaction, the Company’s independent directors, who have no financial interest in the Disposition Transaction , managed the evaluation and negotiation of the Disposition Transaction for the Company.
Consent to the TSX Venture Exchange
The Disposition Transaction is also subject to approval from the Exchange due to the fact that it involves the disposition of all or substantially all of the Company’s assets and is a transaction with a party related to the Company.
Additional Information
The Company will issue additional news releases related to the Disposition Transaction and other material information as they become available.
ABOUT THE COMPANY
GlobalBlock Digital Asset Trading Limited is a publicly traded holding company (TSXV: BLOK) whose wholly owned operating subsidiary, GlobalBlock Europe, UAB (https://www.globalblock.eu), is a European Union based digital asset broker that provides a personalized brokerage service over the phone, trading platform and mobile app. Following the Disposition Transaction, the Company will not have any operational business due to the sale of GB UK. Accordingly, the Company must identify and, if successful, acquire or merge with a new business.
For more information please contact the Company at:
David Thomas, CEO
c/o 65 Curzon Street, London, W1J 8PE, United Kingdom
The Tel. +44 20 3307 3795
info@globalblockdigital.com
https://globalblock.eu/ and http://www.globalblockdigital.com/
https://twitter.com/Globalblocknews
https://www.linkedin.com/company/globalblock/
IMPORTANT NOTE REGARDING FORWARD-LOOKING METHODS
Certain information set forth in this news release contains forward-looking statements or information. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “anticipate”, “may “, “will” , “intend”, “may”, “can”, “must”, “believe” and similar expressions. In particular, this news release contains forward-looking statements regarding other matters: the structure, terms, conditions and proposed timing of completion of the Disposition Transaction; the Company’s ability to complete the Disposition Transaction; the receipt of all necessary shareholder, TSX Venture Exchange and other third party approvals and consents; and the Company’s ability to successfully identify and complete the acquisition or combination of a new business. Forward-looking statements are based on the opinions and expectations of the Company’s management as of the effective date of such statements and, in some cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, and that the information obtained from third-party sources is reliable, they cannot provide assurance that those expectations can be proven correct. Readers are cautioned not to place undue reliance on the forward-looking statements included in this document, as there can be no assurance that the plans, objectives or expectations on which they are based will materialize. forward-looking statements. By their nature, forward-looking statements involve a number of assumptions, known and unknown risks and uncertainties that contribute to the possibility that predictions, forecasts, projections and other expectations such statements may not materialize, which could cause actual results in future periods to differ materially. material from any estimates or projections of future performance or results expressed or implied in such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company’s most recent management discussion and analysis, a copy of which is filed on SEDAR at www.sedar.com, and readers are cautioned that the risk factors disclosed herein should not be considered exhaustive. These statements are made as of their date and except as required by law, the Company does not intend, or undertake any obligation, to update these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the original version of this press release, please visit https://www.newsfilecorp.com/release/159646
