Tickers: XTSX:SSX.P
Tags: Mining
/ TheNewswire / December 22, 2017 - Seaside Exploration Partners Corp. ("Seaside" or the "Company") announces that further to its press release dated December 13, 2017 regarding, among other things, the execution of a definitive share exchange agreement dated December 12, 2017 to acquire DelphX Corporation ("DelphX", and collectively the "Transaction"), DelphX has completed a best efforts private placement financing of 11,453,000 subscription receipts (the "Subscription Receipts") at a price of $0.35 per Subscription Receipt (for aggregate gross proceeds to DelphX of $4,008,550 (the "Financing"). The Financing consisted of 11,410,000 brokered subscription receipts (the "Brokered Financing") and 43,000 non-brokered subscription receipts.
The Brokered Financing was conducted by a syndicate of agents co-led by Beacon Securities Limited (the "Beacon") and Haywood Securities Inc. (together with the Beacon, the "Agents"). In connection with the Brokered Financing, DelphX paid to the Agents a fee (the "Agents' Fee") of 7% of the gross proceeds of the Brokered Financing, 50% of which was paid in cash on the closing of the Brokered Financing and the remaining 50% of which was placed in escrow to be released upon the satisfaction of the Escrow Release Conditions (as defined below). DelphX also issued to the Agents an aggregate of 798,700 ("Broker Warrants"), each Broker Warrant entitling the holder thereof to purchase one common share of DelphX or one common share of the Company following completion of the Transaction (the "Resulting Issuer") at an exercise price of $0.35 per share for a period of 24 months following the satisfaction of the Escrow Release Conditions.
The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among DelphX, Beacon and Computershare Trust Company of Canada, acting as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Financing, less: (i) 50% of the Agents' Fee; and (ii) the reasonable costs and expenses of the Agents, including the fees and disbursements of the Agents' legal counsel (the "Net Escrowed Funds") are being held in escrow pending satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), including: (i) confirmation from DelphX and the Company that all conditions for completion of the Transaction have been satisfied or waived, other than the release of the Net Escrowed Funds and the closing of the Transaction; and (ii) the receipt of all shareholder and regulatory approvals required for the Transaction. Upon satisfaction of the Escrow Release Conditions, the remaining 50% of the Agents' Fee will be released to the Agents and the balance of the Net Escrowed Funds, together with any interest earned thereon, will be released to DelphX.
If the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Toronto time) on March 20, 2018, or if DelphX advises the Agents or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the subscription receipt agent will return to the holders of Subscription Receipts an amount equal to the aggregate number of the Subscription Receipts acquired by them and their pro rata portion of any interest earned thereon, net of any applicable withholding tax. DelphX will be responsible for any shortfall in the amount returnable to holders of Subscription Receipts and such holders will be made whole.
As previously announced, pursuant to the Transaction, the Company will issue common shares in the capital of Seaside ("Seaside Shares") to the holders of common stock of DelphX on the basis of one Seaside Share for each share of DelphX common stock. The Transaction is an arm's length transaction.
The Transaction remains subject to a number of terms and conditions, including, but not limited to, the approval of the TSX Venture Exchange (the "TSX-V") and other applicable regulatory authorities.
This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities of the Company and DelphX 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 unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.
Trading in the Seaside Shares will remain halted pending the satisfaction of all applicable requirements pursuant to Policy 2.4 of the TSX-V.
Forward-Looking Statements
This news release contains certain "forward-looking statements" including, for example, statements relating to the completion of the Transaction and the Resulting Issuer's anticipated share capital. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the Company's ability to complete the Transaction, the state of the capital markets, tax issues associated with doing business internationally, the ability of the Resulting Issuer to successfully manage the risks inherent in pursuing business opportunities in the Blockchain industry, and the ability of the Resulting Issuer to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement reflects information available to the Company as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
On behalf of the board of directors of the Company:
Toby Pierce
President and Chief Executive Officer
Telephone: (604)-653-9718
Suite 2040-885 West Georgia Street
Vancouver, B.C. V6C 3E8
All information contained in this news release relating to DelphX was provided by DelphX to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is 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 filing 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. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
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