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User-65225

06/23/18 12:04 PM

#9 RE: User-65225 #8

Share structure info: There are 80,204,382 oustanding shares AFTER being fully funded at .30 (.23 USD). Insider options were also granted at .30 (.23 USD), which is why i started buying in the .20's...

They wont want to go any lower than their investment and if they were willing to invest $10.5 million, they likely have enough $$$ to keep the stock from dropping lower. They will defend it imo

...and no one invests that much $$$, with no downside protections, in a company they dont believe in. So i dont expect them to just start dumping at the levels they funded the company, once restrictions are lifted.

From the filing, which Sedar wont let me provide a link for...

Closing of Qualifying Transaction
In connection with the Closing, the Company acquired all of the issued and outstanding common
shares of BLOCKStrain, with BLOCKStrain becoming a wholly-owned subsidiary of the
Company. The Company issued one common share to each former shareholder of BLOCKStrain,
on a one for one basis. After giving effect to the completion of the Transaction, the Company has
80,204,382 common shares issued and outstanding (on an undiluted basis), with approximately
9.3% of the shares (on an undiluted basis) held by insiders.

______________________________

Closing of Concurrent Financing

Immediately prior to the Closing, the Company converted an aggregate of 35,000,000 previously issued subscription receipts issued pursuant to a non-brokered private placement for gross proceeds of $10,500,000 into common shares on a one for one basis. The proceeds of the concurrent financing are expected to be used for BLOCKStrain's technology development and licensing, corporate and business development, blockchain and smart contract development, Smart Hub API development and general working capital purposes. The shares issued on conversion of the subscription receipts are subject to a hold period expiring four months and one day after original the issuance of the subscription receipts in March 2018.

Grant of Stock Options

In connection with the Closing, the Company agreed to grant an aggregate of 12,750,000 stock options of the Company, effective as of the date of the Final Exchange Bulletin with respect to the Transaction, to certain consultants, directors, officers, and advisors of the Company. Each of the options will be exercisable into one common share at a price of $0.30 per share for a period of five years following the Closing.

Of the options to be granted, 800,000 will be granted to each of Robert Galarza, Tommy Stephenson, Cameron Chell, Anthony Jackson and Michael Kraft, 100,000 will be granted to Konstantin Lichtenwald, and the balance will be granted to certain employees of, and consultants to, the Company. Each of the options will vest four months from the date of grant, except an aggregate of 200,000 to be granted to Paula Arab and Gary Symons, the principal of Deep Incite Consulting Ltd., located in Kelowna, BC, which, subject to the approval of the TSXV, the Company intends to retain to provide investor relations services for monthly compensation of $9,000. These options will vest over 12 months, with 25% vesting every three months, in accordance with the policies of the TSXV.