VANCOUVER, British Columbia, April 03, 2018 (GLOBE NEWSWIRE) -- Avalon Blockchain Inc. (formerly, World Mahjong Limited (CSE:WSM)) (the “Company”) (CSE:AVLN) is pleased to announce that it has completed the acquisition (the “Transaction”) of certain cryptocurrency mining assets and an inventory of digital currencies (the “Transaction Assets”) from Avalon Life S.A. (the “Vendor”), a leading cryptocurrency mining and community knowledge network.
The Transaction Assets include a total of 27,386 ASIC coin mining machines and an inventory of the following digital currencies:
| Digital Currency | Masternodes | Remaining Coins | Total Coins |
| Dash | 78 | 5.83 | 78,005.83 |
| Pura | 100 | 13,233.87 | 10,013,233.87 |
| Vivo | 88 | 387.90 | 88,387.90 |
Following completion of the Transaction, the Company has changed its name to “Avalon Blockchain Inc.”, and intends to reconstitute its board of directors and senior management to consist of: Robert Cross (President and Chief Executive Officer), David Ebert (Chief Financial Officer), Anthony Alvaro (Vice-President of Business Development), Jon Malach (Director) and Darren Devine (Director).
The Transaction
The Transaction Assets were acquired pursuant to the terms of a purchase agreement entered into between the Company, the Vendor and Avalon Projects Canada Inc. (“Avalon Canada”). In consideration for the Transaction Assets, the Company issued 120,000,000 common shares (the “Consideration Shares”). The Consideration Shares are subject to a four-month-and-one-day statutory hold period prescribed by applicable Canadian securities laws, and to an escrow arrangement in accordance with the policies of the Canadian Securities Exchange (the “Exchange”), from which they will be released in tranches every six months over a thirty-six-month period.
Avalon Canada held the rights to acquire the Transaction Assets from the Vendor, and assigned those rights to the Company in connection with completion of the Transaction. In consideration for the assignment of rights by Avalon Canada, on completion of the Transaction the Company acquired all of the outstanding share capital of Avalon Canada through the amalgamation (the “Amalgamation”) of Avalon Canada and a wholly-owned subsidiary of the Company, 1146305 B.C. Ltd.
Prior to completion of the Amalgamation, Avalon Canada completed the offering of 37,154,502 subscription receipts (each, a “Subscription Receipt”), at a price of $0.50 per Subscription Receipt, for gross proceeds of $18,577,251. Each Subscription Receipt automatically converted into one common share of Avalon Canada immediately prior to completion of the Amalgamation.
In consideration for the Amalgamation, the Company issued 44,450,978 common shares to the existing shareholders of Avalon Canada, and a further 37,154,502 common shares to the existing holders of the Subscription Receipts (the “Subscription Receipt Conversion Shares”). The Subscription Receipt Conversion Shares are subject to a pooling arrangement from which they will be released in tranches every four months over a twelve month period. The Company also issued 26,000,000 common share purchase warrants in exchange for existing convertible securities of Avalon Canada.
The Transaction constitutes a “fundamental change” of the Company within the meaning of the policies of the Exchange. It is expected that the Company’s common shares will resume trading on the Exchange under the symbol “AVLN” once all final conditions of the Exchange are satisfied.
Further information concerning the Transaction will be available in the listing statement prepared by the Company in accordance with the policies of the Exchange. A copy of the listing statement will be available under the Company’s profile on SEDAR (www.sedar.com) once the Exchange issues its final approval of the Transaction.
In connection with completion of the Transaction, Thomas Graf acquired ownership and control of 80,520,000 Consideration Shares, representing approximately 35.9% of the outstanding common shares of the Company. The Consideration Shares were acquired by Mr. Graf in partial consideration for the Transaction Assets at a deemed price of $0.50 per share. Mr. Graf has no present intentions to acquire or dispose of additional securities of the Company, although may elect to in the future as circumstances or market conditions warrant. A copy of the early warning report filed by Mr. Graf in accordance with applicable Canadian securities laws is available under the Company’s profile on SEDAR (www.sedar.com), or by contacting the Company.
For further information, contact Anthony Alvaro at 604-763-5388.
On behalf of the Board,
AVALON BLOCKCHAIN INC.
Dan Placzek, President and CEO
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the nature of the Transaction, the proposed undertaking of the Company following completion of the Transaction, regulatory requirements or approvals, the proposed reconstitution of the board and management of the Company, the resumption of trading in the common shares of the Company, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.