Calgary, Alberta--(Newsfile Corp. - August 1, 2023) - GlobalBlock Digital Asset Trading Limited (TSXV: BLOK) (OTC Pink: BLVDF) (FSE: BD4) (the "Company") announces that it has completed the previously announced sale of its digital asset broker business (the "Disposition Transaction"). The Disposition Transaction has been completed by the sale of the Company's formerly wholly owned subsidiary, GlobalBlock Ltd. ("GB UK") back to the original founders of GB UK (the "GB UK Founders"). GB UK operates its digital asset broker business through its subsidiary GlobalBlock Europe, UAB, which by extension was transferred to the GB UK Founders in connection the Disposition Transaction.
For GB UK, the GB UK Founders returned to the Company the 48,450,000 common shares of the Company collectively held by them (which shares were originally issued to the GB UK Founders when the Company acquired GB UK in 2021). Those common shares have been cancelled and the Company now has 76,798,741 common shares issued and outstanding. In addition, options to acquire up to 1,500,000 common shares of the Company that were held by GB UK employees have been cancelled effective July 31, 2023.
Board, Management and Corporate Matters
David Thomas (one of the GB UK Founders) has resigned as the Chief Executive Officer and a director of the Company. In addition, Patrick Bullman (also one of the GB UK Founders) has resigned as a director of the Company.
Mr. Rupert Williams has been appointed as interim Chief Executive Officer and has also been appointed as a director of the Company. Mr. Williams is a financier and since 2015 has been a director of Smaller Company Capital Ltd. In the last nine years, Mr. Williams has been instrumental in raising more than £500 million in capital for mining companies and managing key corporate clients. He co-founded Ocean Equities in 2003 to take advantage of rising commodity prices. Mr. William's role at Ocean Equities was to bring in corporate clients and organize fund raisings both primary and secondary. There he led a sales team of six with the support of four research analysts concentrating efforts on junior and mid cap mining companies.
The Board of Directors of the Company is now comprised of the following: Rupert Williams, Trevor Gabriel and Stuart Olley. They will also make up the Audit Committee of the Company.
Operational Information
The Disposition Transaction involved the disposition of all or substantially all of the Company's property, and its remaining assets are cash and the blockchain patents it acquired in February 2021. Accordingly, the Company will need to identify and, if successful, acquire or combine with a new business. The TSX Venture Exchange has advised that the Company's listing will be transferred to the NEX Board of the TSX Venture Exchange on or about August 3, 2023, until the Company is able to so acquire or combine with a new business.
Related Party Transaction
The Disposition Transaction was a non-arm's length transaction because it involved "Non-Arm's Length Parties" (as defined by the TSX Venture Exchange). The GB UK Founders each held more than 10% of the issued and outstanding common shares of the Company prior to the completion of the Disposition Transaction.
Name Change
The Company intends to change its name now that the Disposition Transaction has been completed. The Company will issue additional press release(s) related to this name change and other material information as it becomes available.
ABOUT THE COMPANY
GlobalBlock Digital Asset Trading Limited is a publicly traded holding company (TSXV: BLOK). Following completion of the Disposition Transaction, the Company has no operating business. Accordingly, the Company will need to identify and, if successful, acquire or combine with a new business. There is no guarantee that the Company will be able to identify and acquire a new business on terms acceptable to the Company, or at all. The Company will also face ongoing requirements for additional capital which may not be available.
For further information please contact the Company at:
Stuart Olley, Director
Telephone: (403) 618-4900
Email: stuartolley@outlook.com
The TSX Venture Exchange has in no way passed upon the merits of the Disposition Transaction and has neither approved nor disapproved the contents of this news release.
EARLY WARNING REPORTING
The GB UK Founders, in connection with the Disposition Transaction, have now disposed of and no longer own and control any common shares of the Company as follows:
Mr. David Thomas (c/o 65 Curzon Street, London, W1J 8PE, United Kingdom) transferred to the Company a total of 12,112,500 common shares of the Company in connection with the Disposition Transaction, representing approximately 9.67% of the issued and outstanding shares of the Company immediately prior to completion of the Disposition Transaction. Mr. David Thomas no longer holds or controls any common shares of the Company. The closing price of the Company's common shares prior to (i) announcement of the Disposition Transaction was $0.075 per share, and (ii) announcement of the closing of the Disposition Transaction was $0.175 per share.
Mr. Karl Thompson (c/o 65 Curzon Street, London, W1J 8PE, United Kingdom) transferred to the Company a total of 12,112,500 common shares of the Company in connection with the Disposition Transaction, representing approximately 9.67% of the issued and outstanding shares of the Company immediately prior to completion of the Disposition Transaction. Mr. Karl Thompson no longer holds or controls any common shares of the Company. The closing price of the Company's common shares prior to (i) announcement of the Disposition Transaction was $0.075 per share, and (ii) announcement of the closing of the Disposition Transaction was $0.175 per share.
Mr. Patrick Bullman (c/o 65 Curzon Street, London, W1J 8PE, United Kingdom) transferred to the Company a total of 12,112,500 common shares of the Company in connection with the Disposition Transaction, representing approximately 9.67% of the issued and outstanding shares of the Company immediately prior to completion of the Disposition Transaction. Mr. Patrick Bullman no longer holds or controls any common shares of the Company. The closing price of the Company's common shares prior to (i) announcement of the Disposition Transaction was $0.075 per share, and (ii) announcement of the closing of the Disposition Transaction was $0.175 per share.
Mr. Tim Bullman (c/o 65 Curzon Street, London, W1J 8PE, United Kingdom) transferred to the Company a total of 12,112,500 common shares of the Company in connection with the Disposition Transaction, representing approximately 9.67% of the issued and outstanding shares of the Company immediately prior to completion of the Disposition Transaction. Mr. Tim Bullman no longer holds or controls any common shares of the Company. The closing price of the Company's common shares prior to (i) announcement of the Disposition Transaction was $0.075 per share, and (ii) announcement of the closing of the Disposition Transaction was $0.175 per share.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information set out in this news release constitutes forward-looking statements or 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 ability of the Company to successfully identify and complete the acquisition of or combination with a new business. 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 a, 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.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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