Calgary, Alberta–(Newsfile Corp. – January 29, 2021) – Quantum Blockchain Technologies Ltd. (TSXV: QBC.P) (the “Corporation” or “Quantum“) is pleased to announce the nomination of Robert J. Quinn to the Corporation’s Board of Directors and its intention to implement (subject to shareholder approval) certain amendments to avail itself of changes arising from the TSX Venture Exchange’s amended Policy 2.4 – Capital Pool Companies that came into effect on January 1, 2021 (the “New CPC Policy“).
Under the New CPC Policy, an existing Capital Pool Company (“CPC“) can implement some changes under the New CPC Policy without shareholder approval (see “Other Changes“, below), but certain changes require specific disinterested shareholder approval. Further to this, the Corporation will be seeking such approval at its upcoming annual general and special meeting of shareholders scheduled to be held on February 26, 2021 (the “Meeting“), for the following matters: (i) to amend the Corporation’s Stock Option Plan to become a “10% rolling” plan prior to the Corporation completing a Qualifying Transaction; (ii) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of the date the Corporation’s Common Shares became listed on the TSX Venture Exchange (the “TSXV”); and (iii) to enter into a new escrow agreement in the form adopted by the for CPCs on January 1, 20201 to supersede the Corporation’s existing escrow agreement.
The proposed amendments are described in further detail below.
Amendments to the Option Plan
The New CPC Policy permits the Corporation to adopt a “10% rolling stock option plan”, such that the total number of Common Shares that may be reserved for issuance pursuant to options under the Plan may not exceed 10% of the Common Shares issued and outstanding at the date of grant. The Corporation has adopted an incentive stock option plan (the “Current Plan“) that allows the Corporation to issue options to purchase up to 10% of the Corporation’s issued and outstanding Common Shares, provided that, until the completion of a Qualifying Transaction, the number of Common Shares reserved for issuance shall not exceed 500,000. The 500,000-share limitation in the Current Plan was due to the TSXV’s requirement under the version of Policy 2.4 that existed prior to January 1, 2021 (the “Former Policy“) that shares issued under a stock option plan of a CPC prior to the completion of a Qualifying Transaction could not exceed 10% of the shares issued and outstanding upon completion of the Corporation’s initial public offering. Under the New CPC Policy, the 500,000-share limitation would no longer be required.
At the Meeting, the Corporation will seek the approval from disinterested shareholders to adopt a new stock option plan that differs from the Current Plan only in that the 500,000-share limitation would be removed.
Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 Months of Listing
Under the Former Policy, there were certain consequences if a Qualifying Transaction is not completed within 24 months of the date the Corporation’s Common Shares became listed on the TSXV. These consequences include a potential for Shares to be delisted or suspended, or, subject to the approval of the majority of the Corporation’s shareholders, transferring Shares to list on the NEX and cancelling certain seed shares. Under the New CPCP Policy, these consequences will be removed provided the Corporation obtains disinterested shareholder approval to do so.
At the Meeting, the Corporation will seek the approval from disinterested shareholders to approve the removal of such consequences.
Amendments to the Escrow Agreement
In compliance with the Former Policy, the Corporation has entered into an escrow agreement with certain of its shareholders and with Alliance Trust Company pursuant to which 10% of the escrowed shares will be released from escrow on the issuance by the TSXV of a final bulletin in respect of the Corporation’s Qualifying Transaction (the “Initial Release“) and an additional 15% will be released on the dates 6 months, 12 months, 18 months, 24 months, 30 months and 36 months following the Initial Release. The escrow agreement also provides that all shares acquired on exercise of stock options prior to the completion of a Qualifying Transaction must also be deposited in escrow and will be subject to escrow until the Qualifying Transaction is completed.
Under the New CPC Policy, the Corporation’s escrowed securities would be subject to a different escrow release schedule whereby 25% of the escrowed securities would be released from escrow on the Initial Release and 25% of the escrowed securities would be released from escrow on each of the 6, 12 and 18 months following such date. The New CPC Policy also provides that (i) all options granted prior to the date the TSXV issues a final bulletin for the Corporation’s Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Corporation’s Initial Public Offering (“IPO“) with an exercise price that is less than the issue price of the Common Shares issued in the IPO and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.
The Exchange has adopted a new form of escrow agreement for CPCs on January 1, 2021 (the “New Escrow Agreement“) that reflects the policies of the New CPC Policy.
At the Meeting, the Corporation will seek the approval from disinterested shareholders to enter into a new escrow agreement in the same form as the New Escrow Agreement to amend, replace and supersede the Corporation’s current escrow agreement.
Under the New CPC Policy, the Corporation is permitted to implement certain changes from the Former Policy without obtaining shareholder approval including, but not limited to: (i) increasing the maximum aggregate gross proceeds to the treasury that the Corporation can raise from the issuance of shares under an IPO, as seed shares and by private placement to the new maximum of $10,000,000, rather than $5,000,000 which was the limit under the Former Policy; (ii) removing the restriction which provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Corporation and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining shareholder approval for a proposed Qualifying Transaction, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted; (iii) removing the restriction on the Corporation issuing new agent’s options in connection with a private placement; and (iv) removing the restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Corporation at the same time. The Corporation intends to avail itself of the foregoing if, as and when applicable.
Nomination of Robert J. Quinn
The Board of Directors of the Corporation currently consists of Keith J. Erickson, Roger M. Jewett and Johannes J. Kingma. At the Meeting, Management will propose the re-election of Messrs. Erickson, Jewett and Kingma as directors of the Corporation and will also propose the election of Robert J. Quinn to the Board. The addition of Mr. Quinn to the Corporation’s Board of Directors is subject to the approval of the TSXV.
Mr. Quinn is an independent businessman with over 40 years of diverse board, management, and legal international mining industry experience. He has extensive corporate governance, environmental, transactional, M&A, financing, contract, development, compliance and litigation experience with companies developing and operating numerous mines and conducting exploration programs internationally.
He was the General Counsel of Battle Mountain Gold Company (NYSE, S&P 500) for 12 years during which time the company went from operating one mine in Nevada to developing and operating several mines internationally. He has served on the boards of numerous other public companies, including as the Chairman of the Boards of four TSX and TSXV listed mining development and operating companies. More recently, he has been involved in the start-up and financing of Canadian TSXV listed junior mining companies, mostly focused on the Golden Triangle area of northwest British Columbia.
Mr. Quinn holds a Juris Doctor degree from the University of Denver School of Law (1981) and a Bachelor’s degree of Business Administration from the University of Denver (1978).
The Corporation is a capital pool company pursuant to Policy 2.4 of the TSXV. Except as specifically contemplated in such policy, until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC is considered highly speculative.
As previously disclosed, Quantum has entered into a non-binding letter of intent dated July 25, 2020 with Ocumetics Technology Corp., as amended by amendments dated December 15, 2020 and December 29, 2020, to complete a business combination that would, if approved by the TSXV, comprise Quantum’s Qualifying Transaction. Completion of the business combination is subject to a number of conditions including, but not limited to, the approval of the TSXV.
Trading of Quantum Shares
Pursuant to the policies of the TSXV, trading of the shares of Quantum has been halted on the TSXV and will remain halted until the conditions of the TSXV for the resumption of trading have been met.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Roger Jewett, CA
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This press release contains forward-looking statements which reflect management’s expectations regarding future growth, results of operations, performance and business prospects of the Corporation. These forward-looking statements may relate to, among other things, the approval of disinterested shareholders of matters under the New CPC Policy and the election of directors at the annual general and special shareholder meeting, the completion of a business combination with Ocumetics Technology Corp., the future business of the Corporation, forecasts or expectations regarding business outlook for the Corporation, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “guidance” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. The reader is cautioned not to place undue reliance on any forward-looking information. Although such information is considered reasonable by management at the time of preparation, it may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Corporation do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.
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