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TORONTO, May 10, 2024
/CNW/ - Blockchain Venture Capital Inc. (the "Company" or
"BVCI") announces that its non-brokered private placement
offering previously announced on May 2,
2024, (the "Offering") has closed. The Company issued
a total of 2,397,330 units (the "Units") at a price of
$0.75 per Unit for aggregate gross
proceeds of $1,798,000.00. Each Unit
is comprised of one (1) common share in the capital of the Company
("Common Share") and one (1) common share purchase
warrant ("Warrant"), with one Warrant entitling the holder
to purchase one (1) Common Share at a price of $0.92 for a period of 24 months from the date of
closing of the Offering.
The Company intends to use the proceeds from the Offering to
fund corporate expenditures and general working capital
purposes.
All securities issued under the Offering will be subject to a
hold period expiring four months and one day from the date of
issuance in accordance with applicable securities laws.
In addition, the Company announces that it entered into a
supplementary agreement (the "Supplementary Agreement") with
Jiangsu Hengwell Information Technology Co. Ltd.
("Hengwell") in order to, among other things, extend the
deadline to pay the outstanding balance of the purchase price due
by the Company to Hengwell for the development of BVC Chain
technology, as well as BvcPay and CADT technology, to December 31, 2026.
The Supplementary Agreement is made in connection with the
blockchain technology service purchase contract dated November 10, 2018 between the Company and
Hengwell which was replaced by (i) a software development agreement
dated November 1, 2020 between the
Company and Hengwell (the "Development Agreement") and (ii)
the blockchain software maintenance and support agreement dated
November 1, 2020 between the Company
and Hengwell. The Development Agreement provided for a purchase
price for the work product of CA$1,200,000 (the "Purchase Price
Amount"), which the Company had to pay to Hengwell on or before
November 10, 2023. The Company has
not completed paying the full Purchase Price Amount by the
November 10, 2023 deadline, but the
Corporation made payments, including by set-off, from time to time
before November 10, 2023. The
outstanding balance of the Purchase Price Amount is currently equal
to approximately CA$740,000. For greater detail regarding the
agreements with Hengwell, including the Development Agreement, see
the Company's management's discussion and analysis for the year
ended December 31, 2023 filed on
SEDAR+ on April 30, 2024.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. This news release
does not constitute an offer of securities for sale in the United States. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent registration under
U.S. federal and state securities laws or an applicable exemption
from such U.S. registration requirements.
About the Company
BVCI is an Ontario incorporated
company and is registered as a money service business with the
Financial Transaction and Reports Analysis Centre of Canada (FINTRAC). It is a provider of an
innovative technology infrastructure to participants in the
emerging blockchain and distributed ledger technology industry.
Instrumental to BVCI's business and growth strategy is BVC Chain, a
proprietary blockchain platform and distributed ledger technology,
which can operate as a centralized or decentralized
ledger. BVC Chain was designed to be a turnkey solution, which can
be customized and implemented by organizations wishing to deploy
blockchain platform based solutions, products or services. BVC
Chain will also serve as the platform and infrastructure for BvcPay
and CADT. BvcPay is a cloud based mobile application that is
intended to have the capability to function as a Digital Currency
wallet and which can facilitate point of sale and online
transactions using Bitcoin, Ethereum and
CADT. CADT is the native Digital Currency of the BVC Chain, and it
is intended to be a stablecoin. BVCI's CADT business
division is expected to issue CADT, a cryptographic
stablecoin supported on a 1:1 basis with an equivalent
amount of Canadian dollar held in a custodial account. CADT is
expected to support real time pricing, payment, settlement, digital
asset issuance and ledger capabilities.
Unless and until BVCI obtains the necessary regulatory approvals
or unless it can rely on an exemption from the prospectus and
registration requirements in furtherance of the issuance and
trading of CADT, there is no assurance BVCI will be able to pursue
its proposed CADT business or any related BvcPay business that
relies on CADT.
Although the term "stablecoin" is commonly used,
there is no guarantee that the asset will maintain a stable value
in relation to the value of the reference asset if and when traded
on secondary markets or that the reserve of assets will be adequate
to satisfy all redemptions.
Forward-Looking Information and
Statements
Certain statements in this news release may constitute
"forward-looking" statements which involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements of the Company or the industry in which
it operates to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. When used in this news release, the
words "estimate", "believe", "anticipate", "intend", "expect",
"plan", "may", "should", "will", the negative thereof or other
variations thereon or comparable terminology are intended to
identify forward-looking statements. Forward-looking statements in
this news release include, but are not limited to statements
related to: the Company's business plans and strategies; and use of
proceeds from the Offering. Such statements reflect the current
expectations of the management of the Company with respect to
future events based on currently available information and are
based on certain assumptions and are subject to risks and
uncertainties that could cause actual results, performance or
achievements to differ materially from those expressed or implied
by those forward-looking statements, including assumptions and
risks related to receipt of regulatory approvals and to carry on
its proposed CADT business or any related BvcPay businesses. These
risks and uncertainties are detailed from time to time, including,
without limitation, under the heading "Risk Factors", in the
Company's listing statement, which is available on
www.sedarplus.com., and in other continuous disclosure documents
that are filed by the Company from time to time, which are
available at www.sedarplus.com and to which readers of this news
release are referred for additional information concerning the
Company, its prospects and the risks and uncertainties relating to
the Company and its prospects. New risk factors may arise from time
to time and it is not possible for management to predict all of
those risk factors or the extent to which any factor or combination
of factors may cause actual results, performance and achievements
of the Company to be materially different from those contained in
forward-looking statements. Although the forward-looking statements
contained in this news release are based upon what management
believes to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent, and
investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
The forward-looking information contained in this news
release is current only as of the date hereof. The Company
does not undertake or assume any obligation, except as required by
law, to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events.
No securities commission or regulatory authority has approved
or disapproved the contents of this news release.
Neither the Canadian Securities Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
Canadian Securities Exchange) accepts responsibility for the
adequacy or accuracy of this release nor have they approved or
disapproved of the content hereof.
SOURCE Blockchain Venture Capital Inc.