This press release is issued pursuant to National Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated the date hereof.
VANCOUVER, British Columbia, Oct. 12, 2018 — Aydin Kilic (“Kilic”) filed an early warning report today in connection with acquiring control of 5,150,001 common shares (“Shares”) in the capital of Fortress Blockchain Corp. (“Fortress”) by way of Fortress’s reverse take-over of Focused Capital II Corp. (the “Transaction”), which closed on August 16, 2018. Kilic also acquired control of 3,921,154 common share purchase warrants (“Warrants”) and acquired 750,000 options (“Options”) in the capital of Fortress as a result of the Transaction. The Shares and Warrants are currently held in escrow pursuant to a Surplus Escrow Agreement between Kilic and the TSX Venture Exchange (the “TSXV”).
Prior to the Transaction, Kilic did not own or control securities of Fortress. Following the Transaction, Kilic acquired control over 5,150,001 Shares and 3,921,154 Warrants, and acquired 750,000 Options, representing 7.2% of the issued and outstanding common shares of Fortress on an undiluted basis. On a partially diluted basis, Kilic acquired control of 12.9% of the issued and outstanding common shares of Fortress following the Transaction.
The Shares, Warrants and Options were acquired in a reverse-takeover pursuant to a business combination agreement between Focused Capital II Corp. and Fortress Blockchain Corp. (“Private Fortress”). Pursuant to the Transaction, Focused Capital II Corp. issued securities from treasury to all Private Fortress securityholders, where each security of Private Fortress was exchanged with an equivalent security in Focused Capital II Corp. on a 1:1 basis. Following the Transaction, Focused Capital II Corp. changed its name to Fortress Blockchain Corp. As a result of this Transaction, Kilic acquired control of 5,150,001 Shares and 3,921,154 Warrants and acquired 750,000 Options of Fortress.
Kilic acquired control of the Shares and Warrants and acquired the Options pursuant to a corporate transaction. Kilic may from time to time acquire control of additional Shares or related financial instruments, dispose of some or all of the Shares or related financial instruments he controls, or continue to control the Shares and related financial instruments.
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Fortress Blockchain Corp. is located at 320 – 638 Broughton Street Vancouver, British Columbia V6G 3K3
The above-referenced early warning report relating to this press release has been filed on System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Fortress’s issuer profile.
For further information or to obtain a copy of the early warning report, please contact David Pais, Chief Financial Officer for Fortress, at [email protected].
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.