Toronto, Ontario--(Newsfile Corp. - February 9, 2018) - TJR Coatings Inc. ("TJR" or the "Company") is pleased to announce the signing of a binding Letter of Intent ("LOI") to acquire 2618249 Ontario Corp. (doing business as DigiCrypts Blockchain Solutions "DigiCrypts"). The LOI calls for TJR to acquire all of the 151,000,000 outstanding DigiCrypts shares, in exchange for issuing a total of 151,000,000 TJR common shares at a ratio of one (1) TJR share for each one (1) DigiCrypts share (the "Exchange Ratio") at a deemed price of $0.025 per TJR share, resulting in a reverse take-over of TJR by DigiCrypts (the "Transaction").
It is anticipated that prior to closing of the Transaction, DigiCrypts will raise up to $1,000,000 in a non-brokered Private Placement through the issuance of up to 40,000,000 DigiCrypts shares at a price of $0.025 per DigiCrypts share (the "DigiCrypts Private Placement"). The DigiCrypts shares issued in the DigiCrypts Private Placement will also be acquired by TJR on completion of the Transaction by issuing a total of up to 40,000,000 TJR shares at the Exchange Ratio.
TJR currently has 22,583,836 shares outstanding. The Transaction and the DigiCrypts Private Placement will result in the Company having approximately 213,583,836 common shares outstanding. On closing of the Transaction, the current TJR shareholders will have 22,583,836 shares (10.57%), the existing DigiCrypts shareholders will hold 151,000,000 TJR shares (70.70%), and the purchasers in the DigiCrypts Private Placement will hold 40,000,000 TJR shares (18.73%), assuming full subscription.
Immediately following the closing of the Transaction, the resulting issuer will repay $100,000 of shareholder loans out of the total of $371,884 shareholder loans due to a major TJR shareholder, Messrs. Robert Salna, and the balance of the shareholder loans will be forgiven.
On the closing of the Transaction, two of the current directors of TJR will resign and two new directors will be added for a total of three directors for the resulting issuer. The current officers of TJR will resign at closing and new officers, with decades of combined experience operating both publicly listed companies and digital currency companies, will be appointed by the board of directors of the resulting issuer, which will include:
Chairman — David Posner
President and CEO - Chris Carl
Chief Technical Officer - Sergey Shilnov
VP, Marketing and Sales — Stan Milcareks
VP, Business Development — Greg Limonov
A definitive agreement is anticipated to be executed on or about February 20, 2018, with the Transaction expected to close on or about March 20, 2018.
DigiCrypts is a private Ontario company, formed to exploit three different businesses within the crypto coin and blockchain industries on a global basis. These business applications include the formation of a large quantity of application-specific crypto mining machines in the province of Quebec, acting as broker for third parties seeking to complete initial coin offerings, and to establish a new crypto coin that can be used on a global basis. DigiCrypts has established strong industry relationships in all three platforms, and will seek to advance its businesses within each platform immediately following the Transaction.
There are a number of conditions precedent for both TJR and DigiCrypts to the execution of the Definitive Agreement and the closing of the Transaction, including but not limited, to mutual due diligence, and the completion of ongoing audits.
Following completion of the Definitive Agreement, the Company will provide further information on the transaction, proposed management and expected timelines to completion.
For Further Information Contact:
Chief Executive Officer and Chief Financial Officer
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. There is no certainty that any of these events will occur. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws.
TJR's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
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