The shareholders of Neptune and Crossroad have both unanimously approved the amalgamation agreement dated December 1, 2017 (the “Amalgamation“) and the Amalgamation is expected to complete on or about January 17, 2018. Pursuant to the Amalgamation, among other things: (i) each common share of Neptune outstanding at the effective time (each, an “Old Neptune Share“) will be exchanged for one new common share of Neptune Dash (a “New Neptune Share“); (ii) the Old Neptune Shares will be cancelled; (iii) each warrant to acquire Old Neptune Shares outstanding at the effective time of the Amalgamation will have been exchanged for one warrant to acquire a New Neptune Share; and (iv) each common share of Crossroad outstanding at the effective time will be exchanged for one New Neptune Share.
Conversion of Convertible Debentures
Neptune has provided notice to holders of its unsecured convertible debentures with a principal amount of $1,000 each (the “Debentures“) of the pending liquidity event such that the holders may elect to convert the Debentures, at a conversion price of $0.50 per share, into Old Neptune Shares prior to the completion of the Amalgamation. All Debentures that remain outstanding immediately prior to the date that the Amalgamation completes will automatically be converted by Neptune into Old Neptune Shares and subsequently exchanged for New Neptune Shares, and in no event will holders of Debentures be entitled to be repaid the principal amount of the Debentures in cash.
Board and Management of Neptune Dash
Pursuant to the Amalgamation, Neptune Dash’s board of directors will be comprised of Cale Moodie, Troy Wong, Guy Halford-Thompson, Jackson Warren and Dario Meli, and its executive team is comprised of Cale Moodie, President and Chief Executive Officer, Troy Wong, Chief Financial Officer, and Kalle Radage, Chief Operating Officer. A summary of the experience of each Neptune Dash’s director and officer is available in Neptune Dash’s Form 2B listing application dated January 15, 2018.
Information for Shareholders of Neptune
Holders of Old Neptune Shares that hold their Old Neptune Shares through a broker or other person, are directed to contact that broker or other person for instructions and assistance in receiving New Neptune Shares. Each person who was a registered holder of Old Neptune Shares immediately prior to the effective time of the Amalgamation was instructed to forward a properly completed and signed letter of transmittal, along with the accompanying certificate(s) representing their Old Neptune Shares in order to receive the New Neptune Shares to which such former holder of Old Neptune Shares are entitled under the Amalgamation.
Neptune Dash Nodes Corp.
Neptune exclusively builds and operates Dash Masternodes and invests in Dash blockchain related technologies. Dash is a digital currency created to address Bitcoin’s scaling challenges. Dash Masternodes facilitate the following functions on the Dash blockchain:
| a: facilitating private, peer-to-peer transactions directly between parties; | |
| b: serving as a governance function and voting on treasury disbursements of the Dash block-reward allocated to the Dash DAO (Decentralized Autonomous Organization); and | |
| c: facilitating transactions that are processed near instantly on the Dash blockchain (versus the target three minute block time for average Dash transactions). |
Forward-Looking Statements
This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the completion of the Amalgamation, receipt of final approval from the TSXV and proposed future transactions the Company may undertake and their expected timing. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Neptune and Crossroad to control or predict, that may cause Neptune and Crossroad’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: the risk that the Transaction will not be approved by the TSX Venture Exchange; that the actual use of proceeds may differ from those currently stated; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; the inherent risks involved in the cryptocurrency and general securities markets; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
SOURCE Neptune Dash Nodes Corp.
For further information: Neptune Dash Nodes Corp., Cale Moodie, President and CEO, 620 – 1155 West Pender Street, Vancouver, BC V6E 2P4, Phone: 604-488-9557, Email: cale@neptunedash.io