Rojo Resources Ltd. Announces Entering into Definitive Acquisition Agreement with Konnect Mobile Communications Inc.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, May 30, 2018 (GLOBE NEWSWIRE) -- ROJO RESOURCES LTD. (TSXV:RJ.H) (the "Corporation" or "Rojo") is pleased to announce that it has entered into a definitive acquisition agreement (the "Acquisition Agreement") dated May 29, 2018 with Konnect Mobile Communications Inc. ("Konnect") and 10659070 Canada Inc. ("Newco"), a wholly owned subsidiary of Rojo, pursuant to which Newco and Konnect will amalgamate and become a wholly-owned subsidiary of Rojo (the "Transaction"). On closing of the Transaction ("Transaction Closing"), Rojo will change its name to Konnect Ventures Corp. (the "Name Change") and be the resulting issuer to carry on with the development of Konnect's business. For the purposes of this press release, the term "Resulting Issuer" means Rojo (then named Konnect Ventures Corp.) being the publicly traded parent company of the subsidiary formed by the amalgamation of Newco and Konnect.
In connection with the entering into of the Acquisition Agreement, the Corporation is also pleased to announce that the Canadian Securities Exchange ("CSE") has conditionally approved the listing of the Corporation's common shares. Listing is subject to the completion of customary listing requirements of the CSE, including receipt of all required documentation. Listing will also be subject to the completion of the Transaction and the Offering (described below). Subject to satisfaction of these and other conditions, a subsequent announcement will be made regarding the expected date for the commencement of trading.
The Company has posted a Listing Statement dated May 29, 2018 on the Corporation's profile on SEDAR (www.sedar.com) disclosing the details of the Transaction.
Prior to the completion of the Transaction Closing, Konnect will complete a 1:4 forward split of its securities (the "Split"). On the Transaction Closing, Rojo will delist its common shares from the NEX board of the TSX Venture Exchange ("TSXV").
Subscription Receipt Offering
In connection with the Transaction, Konnect intends to complete a brokered private placement offering (the "Offering") of subscription receipts ("Subscription Receipts") led by Mackie Research Capital Corporation ("MRCC" or the "Agent") for minimum gross proceeds of $3.5M and maximum gross proceeds of $4.5M, or such other amount as the parties may agree upon in writing. The proposed issue price of each Subscription Receipt shall be $0.50 (the "Issue Price"). Immediately prior to the Transaction Closing but after the Split, each Subscription Receipt shall be exchanged automatically, for no additional consideration, into one unit of Konnect (a "Konnect Unit") upon the escrow release conditions being satisfied, and each Konnect Unit will then be immediately replaced with one unit of the Resulting Issuer (a "Unit") on the Transaction Closing.
It is anticipated that the closing of the Offering will occur on or about June 29, 2018 (the "Offering Closing Date") or at such other time as MRCC, Konnect and the Corporation may agree upon. For further information, please refer to the Corporation's press release dated December 11, 2017.
Bridge Financing
Prior to completion of the Transaction, Konnect may complete a bridge financing (the "Bridge Financing"), pursuant to which Konnect would issue convertible debentures for an aggregate principal amount of a minimum of $250,000 and up to a maximum of $3,000,000 with a term of 12 months and bearing interest at 6% annum, payable quarterly in arrears ("Konnect Convertible Debentures"). If completed, in connection with the Transaction, the Resulting Issuer would issue Resulting Issuer Convertible Debentures in exchange for the Konnect Convertible Debentures.
Transaction Conditions
The completion of the Transaction is subject to a number of conditions, including but not limited to, completion of the Offering, completion of the Name Change, completion of the Split, approval of the listing of the Rojo Shares on the CSE and approval to delist the Rojo Shares from the TSXV and the approval of the Transaction by each of the TSXV, CSE and the board of directors and shareholders of each of Rojo and Konnect (if and as applicable).
Miscellaneous Terms
The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as 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 is available.
About Konnect
Konnect is an emerging growth Canadian technology company focused on developing technology based products and services routinely used by the general public when conducting personal financial activities over the internet.
Konnect's flagship product is called "Paysocial". Paysocial is a new Canadian Fintech disruptor mobile app that offers some of the traditional expensive services provided by "Banks", "Remittance Companies", "Online money transfer and payments companies ", and "Airline and Retail loyalty Programs " at a fraction of the cost, and in many instances, at nominal or no cost. Paysocial gives users the choice to waive any transaction fee, including fees for bill payments, money transfers, withdrawals and deposits, simply by viewing an in-app targeted sponsored advertisement, similar to the current very successful “ Video”, "Social Media" and "Search Engine” web advertising revenue model. Paysocial gives users the ability to earn cashback on every purchase made using Paysocial at participating merchants, simply by allowing users to share their purchases via their social media profiles and providing a positive testimonial for the merchant. Paysocial has a multi-affiliate program as well, whereby users can refer their friends and receive cash back on their friend’s purchases.
Blockchain technology is on the forefront for secure and reliable data transfer of digital assets. PaySocial is currently evaluating several blockchain solutions with the view of incorporating it into its platform. The aim is to find solutions that can sustain a high volume of transactions with minuscule processing times, while maintaining uncompromising security standards.
For further information regarding Konnect, please refer to the Listing Statement.
About Rojo
The Corporation’s historical business activity has been related to the exploration and development of mineral resource properties. Subsequent to completing the Transaction, the Corporation will not pursue mineral resource exploration or development but will continue with the development of Konnect’s business.
For more Information
Contact: Patricia Wilson
Phone (604) 803-2201
pwilson1746@gmail.com
For more Information about Konnect
Contact: Richard Groome
Phone (514) 402-4405
rick@konnectmobile.ca
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Reader Advisory
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include: the ability of the Corporation to enter into Definitive Agreements with Konnect and to complete the Transaction and the Offering and the ability of Konnect to develop the Paysocial product, obtain sufficient consumer awareness of the product and reach the target of one million downloads within 48 months from the date of the product's launch; to successfully launch the Ecurnc product, to obtain endorsements from A-list celebrities and complete an initial coin offering; to advance the proposed artificial intelligence Big Data engine and create and develop the new Credit Score system; and to raise sufficient financing to complete its business strategy. There is no certainty that any of these events will occur. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
The Corporation's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. 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 securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Such risks include, but are not limited to, the inability of the Corporation to complete the Transaction and the Offering, or following the closing of the Transaction, the inability of the Corporation to complete an initial coin offering due to an inability to raise sufficient funds to pursue this long-term goal, regulatory risks associated with an undeveloped and emerging body of law respecting crypto currencies both in Canada and internationally, illiquidity and volatility of any cryptocurrency, malfunction, breakdown or abandonment of Bitcoin or Ethereum protocol, failure to properly incentivize miners, and the risk that a digital token will never make it to an initial coin offering.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Corporation disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by applicable securities laws.