Belvedere Completes Change of Business Transaction and Name Change to Helix Applications Inc.'
VANCOUVER, British Columbia, Oct. 30, 2018 (GLOBE NEWSWIRE) -- Helix Applications Inc. (formerly Belvedere Resources Ltd.) (TSX-V: HELX) (the “Company” or “Helix”) is pleased to announce that it has completed its previously announced “Change of Business” transaction (“COB Transaction”) with BlockCoBuilders Inc. (“BlockCo”), a developer of blockchain technologies and applications. Following completion of the COB Transaction, BlockCo is now a wholly-owned subsidiary of the Company. Helix intends to meet the listing requirements for a “Tier 2” technology issuer on the TSX Venture Exchange (the “Exchange”) and Helix will continue the business of BlockCo.
Trading in the common shares of the Company is expected to begin on the Exchange under the Company’s new name “Helix Applications Inc.” and new stock symbol “HELX”, on Thursday, November 1, 2018.
The Company will seek to construct blockchain applications on the Interbit mega-chain blockchain platform that Mr. Tom Thompson (holder of 19.94% of the outstanding common shares of the Company, as described below) has been developing over the last three years at BTL Group Ltd. (“BTL”), subject to reaching commercial terms of a licensing agreement (or similar) with BTL.
Change of Business Transaction
The Company completed the COB Transaction by acquiring all of the issued and outstanding securities of BlockCo from its shareholders in exchange for 16,600,000 common shares of the Company for aggregate deemed consideration of $13,612,000 (based on the price of $0.82 per share, being the last closing price of the common shares of the Company on the Exchange prior to the announcement of the COB Transaction).
Conversion of Subscription Receipts
Following closing of the COB Transaction, the Company’s outstanding subscription receipts (the “Subscription Receipts”) issued upon closing of the Company’s concurrent non-brokered and brokered private placement financings, as described in the Company’s news releases dated August 27, 2018, September 28, 2018 and October 12, 2018, automatically converted into an aggregate of 10,106,272 common shares in the capital of the Company.
Aggregate gross proceeds of CAD$7,882,894.50, which had been held in escrow in accordance with the terms of the Subscription Receipts, have been released to the Company.
Following the completion of the COB Transaction (including the additional common shares issued as described below), the Company has an aggregate of 66,043,332 common shares outstanding.
Board, Management and Corporate Matters
The Board of Directors of the Company remains as follows: Rufus Round, Brian Hinchcliffe, Alice Reimer, Max Hinchcliffe and Mike Sutton. Mr. Round remains Chief Executive Officer of the Company. Mr. Steve Cuthill remains as Chief Financial Officer and Corporate Secretary. Mr. Brad Dunne has been appointed as Chief Operating Officer of the Company.
Biographies of board members and management of the Company are available in the Filing Statement of the Company dated October 15, 2018 (the “Filing Statement”) available at www.sedar.com under the Company’s profile.
In accordance with the policies of the Exchange, an aggregate of 21,475,619 common shares in the capital of the Company (the “Escrowed Shares”) owned or controlled by directors, management and former shareholders of BlockCo will be held in escrow pursuant to an escrow agreement, with Computershare Trust Company of Canada, acting as escrow agent. Of these Escrowed Shares, 21,091,835 will be released from escrow based on the Exchange’s Surplus escrow schedule as follows: 5% upon issuance of the Exchange bulletin granting final approval for the Transaction (the “Final Bulletin”); 5% on the date that is six months after the date of the Final Bulletin; 10% on the date that is 12 months after the date of the Final Bulletin; 10% on the date that is 18 months after the date of the Final Bulletin; 15% on the date that is 24 months after the date of the Final Bulletin; 15% on the date that is 30 months after the date of the Final Bulletin; and 40% on the date that is 36 months after the date of the Final Bulletin. The remaining 383,784 Escrow Shares will be released from escrow based on the Exchange’s Value escrow schedule.
Repayment of BlockCo Debts
In connection with the COB Transaction, the Company has issued 600,000 common shares in aggregate towards full repayment of outstanding debts of BlockCo totaling $300,000 under two promissory notes of BlockCo.
Additional information about the Company and the COB Transaction is available on SEDAR at www.sedar.com under the Company’s profile. The summary of the COB Transaction set out above is qualified in its entirety by reference to the description of the COB Transaction in the Filing Statement. Full details of the COB Transaction, and of the Company’s Board of Directors, management, share capital structure and new business following the COB Transaction, are contained in the Filing Statement.
The Company specifically notes that the number of common shares of the Company held by one of its directors, Mr. Mike Sutton, as disclosed in the Filing Statement is incorrect. Mr. Sutton actually holds 223,443 common shares of the Company upon completion of the COB Transaction, representing approximately 0.34% of the outstanding common shares of the Company.
HELIX APPLICATIONS INC.
Rufus Round, CEO
c/o 82 Richmond Street East, Suite 200, Toronto, ON, M5C 1P1
Tel. +00 44 20 3286 2904
Completion of the COB Transaction remains subject to a number of conditions, including but not limited to acceptance by the Exchange. There can be no assurance that the COB Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the COB Transaction, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the COB Transaction and has neither approved nor disapproved the contents of this news release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Early Warning Reporting
As a former shareholder of BlockCo, and in connection with the COB Transaction, Mr. Tom Thompson (c/o 1600, 421 7th Avenue SW, Calgary, Alberta T2P 4K9) now owns and controls a total of 13,168,878 common shares of Helix (acquired at an effective price of $0.82 per share), representing approximately 19.94% of the issued and outstanding shares of Helix. The Company is advised that Mr. Thompson acquired these securities for investment purposes and has no present intention to acquire further securities of Helix, although he may in the future acquire or dispose of securities of Helix, through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the early warning reports required to be filed by Mr. Thompson with applicable securities commissions in connection with this acquisition will be available for viewing under the Company’s profile on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward Looking Statements
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release contains forward-looking statements in respect of among other things, the date of trading of the common shares of Helix on the Exchange, final regulatory approvals, ability to come to terms with BTL Group Ltd. to use the Interbit platform for development of blockchain applications, and other matters and other information concerning the intentions, plans and future action of the Company and its technologies and products described herein. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company’s most recent management's discussion and analysis, a copy of which is filed on SEDAR at www.SEDAR.com, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.