- Entered into an agreement for a drawdown equity financing facility of up to C$4 million over a 24-month period with Alumina Partners (Ontario) Ltd. (“Alumina”), a subsidiary of Alumina Partners LLC, a New York-based private equity firm
- Investment Agreement provides BCF with fast and flexible access to capital as required. Under the Investment Agreement, the Company has the right to draw down on the facility, at its sole discretion, through tranches of equity private placements of up to C$250,000 each
TORONTO, Oct. 06, 2020 — Blockchain Foundry Inc. (“BCF” or the “Company”) (CSE:BCFN), a leading North American blockchain development firm, is pleased to announce that it has entered into an agreement (the “Investment Agreement”) for a drawdown equity financing facility of up to C$4 million over a 24-month period with Alumina Partners (Ontario) Ltd. (“Alumina”), a subsidiary of Alumina Partners LLC, a New York-based private equity firm.
The Investment Agreement provides BCF with fast and flexible access to capital as required. Under the Investment Agreement, the Company has the right to draw down on the facility, at its sole discretion, through tranches of equity private placements of up to C$250,000 each. Each tranche will consist of units (each, a “Unit”), with each Unit comprised of one common share of BCF (each, a “Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant” and collectively, the “Warrants”). The Units will be priced at a discount of 15% to 25% from the then most recent closing price of the Shares on the Canadian Securities Exchange at the time of the applicable Company drawdown notice to Alumina. The exercise price of the Warrants will be set at a 30% premium to the market price of the Shares and will have a term of three years from the date of issuance. Should the 10-day volume weighted average price of the Shares be greater than or equal to 100% of the exercise price of the Warrants, the Company may accelerate the expiry date by providing at least 30 days’ notice to Alumina. There are no standby charges or other upfront fees associated with the Investment Agreement.
A first tranche drawdown of $100,000 was completed concurrent with the execution of the Investment Agreement. The Company issued 952,381 Units at a price of $0.105 per Unit for gross proceeds of $100,000. Each Warrant in this tranche is exercisable into one additional common share at a price of $0.182.
The proceeds from the first drawdown will be used to add development and project management resources at the Company and for general corporate purposes.
“This Investment Agreement provides BCF with additional capital to accelerate our growth strategy and focus on commercialization of our blockchain-related IP. We have an exciting product roadmap and this capital will help us accelerate the timeline to commercialization,” said Dan Wasyluk, CEO of BCF.
“We are excited to support Blockchain Foundry as they advance the development of their product portfolio,” said Adi Nahmani, Alumina’s Managing Member. “Offerings like the Syscoin Ethereum bridge reduce the real cost of iterated transactions. Reducing transaction cost is critical to increasing scalability and encouraging the broader adoption of distributed ledger platforms. The Blockchain Foundry team combines technical expertise with a proven track record of collaborating with effective partners in the space, and we look forward to seeing them continue to transform academic whitepapers into practical, monetizable solutions.”
About Blockchain Foundry Inc.
Blockchain Foundry develops and commercializes blockchain-based business solutions and provides consulting services to corporate clients seeking to incorporate blockchain technology into their businesses.
Blockchain Foundry Contact Information:
Chris Marsh
President
[email protected]
(647) 330-4572
Forward-Looking Information
Certain portions of this press release contain “forward-looking information” within the meaning of applicable Canadian securities legislation, which is also referred to as “forward-looking statements”, which may not be based on historical fact, including, but not limited to, BCF completing any drawdowns on the equity facility and the terms of each drawdown. Wherever possible, words such as “will”, “plans,” “expects,” “targets,” “continues”, “estimates,” “scheduled,” “anticipates,” “believes,” “intends,” “may,” “could,” “would” or might, and the negative of such expressions or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved, have been used to identify forward-looking information.
Forward-looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all. Readers should not place undue reliance on such forward-looking statements, as they reflect management’s current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by BCF are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties, and contingencies, including, but not limited to, the ability of BCF to complete any drawdowns on the terms described herein or at all. Many factors could cause BCF’s actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
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