Global Blockchain and X2 Games Enter into Acquisition Agreement
After the proposed acquisition of X2 Games was announced by BLOC in October, the two companies have entered into a definitive agreement in which BLOC will acquire X2 Games and BLOC will separate its exchange-related interests into a spinout entity. X2 Games will introduce several exciting elements to BLOC, including its current library of interactive gaming projects, as well as the leadership of Nolan Bushnell, the founder of Atari
GLOBAL BLOCKCHAIN TECHNOLOGIES CORP. announces that further to the previously announced proposed transaction between BLOC and X2 Games Corp., as announced in a press release dated 10 October 2018, the companies have entered into a definitive agreement whereby the Company will acquire all of the issued and outstanding shares of X2 Games by way of a three-cornered amalgamation (the “Transaction”). The Transaction will introduce the leadership of Atari co-founder Nolan Bushnell and Hollywood creative director and VFX visionary Zai Ortiz to BLOC’s operations, as BLOC pivots to focus on gaming-related projects.
Pursuant to the terms of the Transaction, BLOC will issue 330,519,541 common shares in the capital of the Company at a deemed price of $0.15 per share in exchange for all of the issued and outstanding X2 Games Shares, for an aggregate purchase price of $49,577,931.15. All intellectual property rights to X2 Games’ current game projects will become part of BLOC, including four digital interactive games for Amazon Alexa. One of these games, titled St. Noire, has a pre-release date set for Q1 2019, with three other Amazon Alexa games set to be launched in early 2019.
As a result of the acquisition by BLOC of X2 Games, a spinout entity will hold BLOC’s exchange-related interests (the “Spinout”). Only BLOC’s shareholders as of the record date of December 4, 2018, will be entitled to consideration as a result of the Spinout. These interests are as follows:
- All rights, work product, and assets related to the development of the Laser blockchain.
- All holdings of Laser Technologies Corp., Cayman Islands subsidiary of BLOC.
- All rights, work product, and assets related to the development of the Singularity digital asset and forex exchange.
- All rights and work product relating to the business and technology development of Stratus.
- All rights and work product relating to the development of any Middle Eastern Cryptocurrency Spot Exchange.
- Blockchain Technologies DMCC, Dubai subsidiary of BLOC.
- All rights and interests relating to the investment in Hyperion Crypto Exchange Inc.
- BLOC’s investment in Quisitive Technology Solutions Inc.
- All rights in and to agreements between BLOC and Hewlett Packard Enterprise or its affiliates.
Shidan Gouran, President and CEO of the Company, commented “As a result of this transaction, we will have delivered three prosperous lines of business to our shareholders in just over a year’s time. Bringing Nolan and Zai, as well as their creative works into BLOC enables us to build a stronger footing in the ever-growing interactive gaming space. Then, with expanded operations for FORK, and continued developments with our exchange operations in the Spinout, we have a wide range of business interests in our family of companies. We expect things to go well with each of these companies before 2018 is out, with some very exciting prospects on the horizon for 2019.”
The Transaction is subject to the receipt of certain approvals, including regulatory approvals and the approval of shareholders of X2 Games at a special meeting to be called of X2 Games Shareholders to approve the Transaction, and the satisfaction or waiver of certain customary closing conditions. The Board of Directors of X2 Games (the “X2 Games Board”) has unanimously recommended that X2 Games Shareholders vote in favour of the resolution to approve the Transaction, which will be the subject of the X2 Games Meeting expected to be held in the fourth quarter of 2018.
It is currently expected that, subject to receipt of all regulatory, shareholder and other approvals, and the satisfaction or waiver of all conditions, the Transaction will be completed in the fourth quarter of 2018.