Immediately prior to completion of the previously announced amalgamation transaction (the “Transaction“) between Neptune and Crossroad Ventures Inc. (“Crossroad“) which will constitute a reverse takeover of Crossroad by the shareholders of Neptune (the “Transaction“), the principal amount of the Debentures will be converted into common shares (“Neptune Shares“) in the authorized share structure of Neptune at a conversion price of $0.50 per share and will subsequently be exchanged for the common shares of the combined entity pursuant to the Transaction, to be named “Neptune Dash Technologies Corp.” (the “Resulting Issuer“).
Pursuant to the terms of the Debentures, the Company must complete the Transaction prior to the date that is six months following the closing of the Financing, failing which holders of Debentures will have the option to: (i) be repaid the principal aggregate amount of the Debentures held plus interest at a rate of 10% per annum in cash; or (ii) convert the Debentures (and the interest accrued thereon) into Neptune Shares at a conversion price of $0.50 per 1.1 Neptune Shares.
The net proceeds received by Neptune from the Financing will be used for the building of Dash masternodes technology and for working capital and general corporate purposes.
As consideration for their services, the Agents received a cash commission of $1,619,680 and were issued 3,239,360 compensation warrants (the “Compensation Warrants“). Each Compensation Warrant is exercisable for one Neptune Share at a price of $0.50 for a period of 24 months following the completion of the Transaction. Pursuant to the terms of the Transaction, the Compensation Warrants will be exchanged for Resulting Issuer compensation warrants, or otherwise entitle the holder thereof on exercise to acquire one common share of the Resulting Issuer on the same economic terms.
All securities issued pursuant to the Financing are subject to an indefinite hold.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Debentures in any state in which such offer, solicitation or sale would be unlawful. The Debentures have not been registered under the United States Securities Act of 1933 as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
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).
Crossroad Ventures Inc.
Crossroad is a reporting issuer in British Columbia and Alberta under applicable securities laws. On January 6, 2003, NEMI acquired all of the issued and outstanding shares of Crossroad pursuant to a takeover bid. As a result of the takeover bid, the TSX Venture Exchange advised Crossroad that it had satisfied the TSX Venture Exchange’s requirement to complete a Qualifying Transaction and was de-listed. Crossroad had not engaged in any business since incorporation.
Investors are cautioned that, except as disclosed in press releases issued by Neptune or Crossroad, information with respect to the Transaction may not be accurate or complete and should not be relied upon.
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 Transactions, the use of proceeds thereof, 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.
For further information: Neptune Dash Nodes Corp., 310-36 Water Street, Vancouver, BC, V6B 0B7, Phone: 604-488-9557, Email: cale@neptunegroup.io