NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, July 25, 2018 (GLOBE NEWSWIRE) -- Focused Capital II Corp. (“Focused Capital II” or the “Company”) (TSX-V:FAV.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has received conditional approval from the TSXV for the closing of its Qualifying Transaction, as defined under TSXV Policy 2.4 - Capital Pool Companies (the “Transaction”), previously announced in its press release dated February 20, 2018, and the Company has filed its filing statement dated July 18, 2018 in connection with the Transaction (the “Filing Statement”). The Filing Statement is available under the Company’s profile on SEDAR at www.sedar.com.
The Transaction involves the merger of Focused Capital II and Fortress Blockchain Corp. (“Fortress”) by way of 3-corner amalgamation between Focused Capital II, Fortress and 1171054 B.C. Ltd., a wholly-owned subsidiary of the Company, pursuant to the business combination agreement between the Company and Fortress dated March 21, 2018, as amended.
The completion of the Transaction is subject to a number of conditions, including but not limited to: (i) receipt of all required regulatory approvals, including final TSXV acceptance; (ii) the continuation of the Company from Ontario to British Columbia, which has been approved by Company shareholders on June 22, 2018; and (iii) the satisfaction of other customary closing conditions.
Trading in the common shares of the Company will remain halted pending further filings with the TSXV. The common shares of the Company will resume trading under the symbol "FORT" following publication of the Final Exchange Bulletin by the TSXV in respect of the closing of the Transaction. Assuming all conditions for closing are satisfied, the Company and Fortress expect to close the Transaction on or about August 8, 2018.
About Fortress Blockchain Corp.
Fortress Blockchain Corp. is a technology-oriented blockchain mining company committed to operating in low cost North American green-energy regions. Fortress’s resources are currently dedicated to achieving peak operational efficiency in industrial scale Bitcoin mining, to ultimately deliver an industry leading competitive advantage in performance. Fortress has strategically acquired a state-of-the-art mining facility in Washington state which has been in continuous operation since 2014, which serves as an R&D facility to optimize and build out the next generation of highly scalable blockchain mining infrastructure.
For further information, please contact:
Fortress Blockchain Corp.
Attention: Investor Relations
Email: info@fortressblockchain.io
or
Focused Capital II Corp.
Attention: Rob Leckie, Director
Phone: 416-350-3388
The information provided in this press release regarding Fortress has been provided to Focused Capital II by Fortress and has not been independently verified by Focused Capital II.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
The securities referred to in this press release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
Forward Looking Statements:
The information in this press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements with respect to the completion of the Transaction and anticipated information related to the Company upon completion of the Transaction in connection therewith. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied. Although Focused Capital II and Fortress consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this press release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, the risk that the Transaction is not approved or completed on the terms set out in the business combination agreement between the Company and Fortress dated March 21, 2018, as amended, or at all, risks related to the digital currency market such as a decline in digital currency prices, risks relating to electricity and other operating costs in the jurisdictions in which Fortress operates and Fortress's ability to successfully mine digital currency. Although Focused Capital II and Fortress believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused Capital II and Fortress disclaim any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.