Further to its news release of Jan. 16, 2018, Scorpion Resources Inc. (TSX-V: SR.H) has provided an update on its proposed acquisition of Blockstrain Technology Corp., pursuant to which the company has agreed to acquire all of the issued and outstanding securities of Blockstrain.
The transaction will constitute a reverse takeover of Scorpion by Blockstrain and Scorpion's qualifying transaction (as defined in the policies of the TSX Venture Exchange).
Forward split of Scorpion shares
As previously announced, one of the conditions to the closing of the transaction is that the company shall have completed a forward split of the outstanding common shares in the capital of the company, pursuant to which, on the effective date of the split, the company will issue two postsplit Scorpion shares for each presplit Scorpion share outstanding.
In connection with the closing, the company will issue Scorpion shares to the holders of Blockstrain common shares in exchange for their Blockstrain shares on the basis of one postsplit Scorpion share for each Blockstrain share held.
The concurrent financing to be undertaken in connection with the transaction of Scorpion subscription receipts at a price of 30 cents per subscription receipt will also be completed on a postsplit basis, such that the subscription receipts will be convertible into Scorpion shares on a postsplit one-for-one basis. See the "update to concurrent financing terms" section herein.
The company intends to proceed with the split as soon as practicable following receipt of the approval of the TSX-V.
Proposed directors and officers
The company is pleased to announce that it has finalized the identification of all proposed directors and officers that will be appointed in connection with the closing. Subject to the approval of the TSX-V, the proposed directors and officers are expected to be as follows.
Robert Galarza -- chief executive officer and director
Mr. Galarza is the co-founder and chief executive officer of Spark Digital Technologies Inc., a software company specializing in revolutionary enterprise technology. Mr. Galarza has over 10 years of experience in advertising and mass media communications, over seven years of experience as a corporate transactional attorney, during which his practice included the representation of professional athletes in the entertainment industry, and over four years of experience in the digital technology sector, specifically focused on mobile platform development, software-as-a-service (SaaS) solutions and blockchain integration. Mr. Galarza received a bachelor of science in advertising from the University of Texas at Austin in 2005 and a doctorate of jurisprudence, cum laude honours, from St. Mary's University College of Law in San Antonio, Tex., in 2009.
Anthony Jackson -- chief financial officer and director
Mr. Jackson is the principal of Jackson & Co., chartered accountants, which assists private and public companies in a variety of industries with full-service accounting and tax services. Prior to his time at Jackson & Co., Mr. Jackson spent a number of years working at Ernst & Young LLP and obtaining his chartered accountant designation before moving on to work as a senior analyst at a boutique investment banking firm. Mr. Jackson holds a bachelor of business administration from Simon Fraser University and the professional designation of chartered accountant (CPA-CA). Mr. Jackson has extensive experience as a director and chief financial officer of numerous publicly traded companies, including Delta 9 Cannabis Inc., a company listed on the TSX-V specializing in the production, storage and sale of medical cannabis.
Tommy Stephenson -- chief technology officer
Mr. Stephenson is the co-founder of Spark. Since September, 1998, he has been chief executive officer of Heated Details Inc., a Seattle-based design and development agency he founded, which provides services to Fortune 500 companies, including Microsoft, Google/YouTube, Starbucks and Mercedes Benz. Mr. Stephenson has also been the chief technology officer of Globatom Inc., a software-as-a-service cloud-based technology company specializing in real-time global logistics management systems, since May, 2016. He previously served as the chief technology officer of Ghost Group, a technology company that owns and manages a portfolio of advertising, Web, point-of-sale and logistics solutions for the cannabis industry (including its well-known flagship platform, Weedmaps), from September, 2014, to January, 2016.
Cameron Chell -- director
Mr. Chell is the chief executive officer of Business Instincts Group (BIG). He has built several start-ups, including Draganfly, RaptorRig, ColdBore, as well as was the founder of Futurelink, the original cloud computing company. He is also the co-founder of UrtheCast, the first commercial video platform from space, and Slyce, the visual purchasing engine. Mr. Chell is currently involved with creating and sourcing new projects and overseeing corporate development for BIG, which is a venture creation and management services company that integrates a proprietary strategic planning process into organizations fostering strategic growth, valuation appreciation, liquidity and management accountability. His primary responsibility is to provide project and strategic management facilitation while working with his co-founders, executives and investors to determine what is most important and specifically how to get it done.
Michael Kraft -- director
Mr. Kraft is an entrepreneur with more than 30 years of experience in sales, marketing and corporate management, with a strong record of success in both public and private company leadership. He has been the chairman and a director of WeedMD Inc., a licensed producer listed on the TSX-V that he co-founded in 2013, since April, 2017. In September, 1993, Mr. Kraft founded and is chairman of Buckingham Group Ltd., a privately owned merchant bank that provides a full range of business support and commercial services to investee companies in a wide range of sectors, including technology, edtech (education technology), life sciences and natural resources. He is also a director of numerous private and public companies and holds a bachelor of arts in economics from York University.
Konstantin Lichtenwald -- director
Mr. Lichtenwald specializes in providing corporate financial valuation, taxation, financial reporting, consulting and other accounting services to both small businesses and public commodity resource companies. He also assists in many aspects of client administration, financing and other activities. Mr. Lichtenwald worked at Ernst & Young GmbH (Germany) in the assurance department. He has also had extensive experience as a controller and chief financial officer of numerous publicly traded and private corporations in several industries. Mr. Lichtenwald obtained a bachelor of business administration from Pforzheim University in Germany and holds a professional chartered professional accountant designation in Canada.
Update to concurrent financing terms
The company also announces that it is amending the terms of the concurrent financing such that the concurrent financing will consist of the issuance of a minimum of 26,666,667 subscription receipts and a maximum of 35 million subscription receipts at a price of 30 cents per subscription receipt for minimum gross proceeds of $8-million and maximum gross proceeds of $10.5-million.
Subject to the receipt of the approval of the TSX-V, the concurrent financing is expected to close, as soon as practicable following the effectiveness of the split.