CoinAnalyst Announces Signing of Definitive Agreement to Acquire
RockStock
TORONTO, ONTARIO - April 4, 2022 -
InvestorsHub NewsWire -- CoinAnalyst Corp.
("CoinAnalyst" or the
"Company") (CSE:
COYX) (FSE: 1EO) is pleased to announce that it
has signed a Share Purchase Agreement ("SPA") with RockStock Equities Inc.
("RockStock")
and all of the shareholders of RockStock dated April 1, 2022, which
is the definitive agreement governing its previously announced
acquisition of all of the issued and outstanding shares of
RockStock for aggregate consideration of $937,500 (the
"Transaction").
The closing of the Transaction is expected to occur on or about
April 6, 2022. Transaction details and remaining steps are
described more fully below. All dollar amounts are quoted in
Canadian Dollars.
About RockStock
RockStock Equities Inc.'s vision is to capitalize on the
dramatic impact of blockchain technology, cryptocurrencies, and
NFTs on a once beleaguered music industry. With a primary focus on
developing an artists/fans platform (the "RockStock
Platform"), RockStock
intends to facilitate and empower artists through a state-of-the
art app platform allowing artists to directly monetize their music,
create "pay-per-view" performances and participate in the exciting
new world of NFT revenue generation. For the fans, it is an
opportunity to connect and support the artists they love through a
multi genre, online competition and participate in profit
opportunities to be created through the purchase of artist security
tokens and NFTs. For more information about RockStock, please
visit www.myrockstock.com.
"We are excited to welcome RockStock into the CoinAnalyst
family. The music industry has shown a great deal of interest in
embracing blockchain technology, and we believe that the RockStock
Platform, along with artist empowerment will set us apart from the
competition. In addition, the data will help drive our Insights
Platform to provide a unique perspective into the world of music.
Imagine coming across the next star, before they gain superstardom.
This acquisition gives us the foundation to make that possible."
said Pascal Lauria, CEO and Co-Founder of CoinAnalyst.
Overview
of the Transaction
Pursuant to the SPA, the Company has agreed to purchase all
of the issued and outstanding common shares of RockStock (the
"RockStock
Shares") for consideration of $937,500 (the
"Purchase
Price") in accordance with the terms consistent with
the binding letter of intent (the "LOI") executed on January 20, 2022.
The Company will issue an aggregate of 3,750,000 common shares in
the capital of CoinAnalyst (the "Consideration Shares") at a deemed
price of $0.25 per share to the shareholders of RockStock (the
"RockStock
Shareholders"), pro rata in proportion to their
holdings in RockStock. The parties to the SPA agreed that an
additional up to 250,000 common shares in the capital of
CoinAnalyst (the "Earnout
Shares") at a deemed price of $0.25 per share shall be
issued to the RockStock Shareholders, pro rata in proportion to their
holdings in RockStock, if, at the end of 6 months period
immediately following the closing of the Transaction, RockStock has
developed a minimum viable product ("MVP") for its mobile app and web
app of the RockStock Platform.
The securities issued pursuant to the Transaction are subject
to contractual restrictions on trading (the "Lock-Up Agreements"), and will be
released to each RockStock Shareholder as follows: (i) 10% of the
Consideration Shares at the closing and 15% increments on each
successive three months anniversary of closing; and, in the case of
the Earnout Shares, 10% of the Earnout Shares to be released on the
date of issuance of the Earnout Shares and 15% increments on each
successive three months anniversary of the date of
issuance.
The Company will appoint David Abbott, the principal of
RockStock, to its board of directors (the "Board"). In addition, the Company
will enter into consulting agreements with David Abbott and
Christelle Dussault.
The Transaction, including the proposed issuance of
Consideration Shares and Earnout Shares, is subject to customary
closing conditions including the receipt of any required regulatory
and exchange approvals.
About CoinAnalyst
CoinAnalyst focuses on the
business which includes an artificial intelligence
("AI")-based big data analytics platform
(the "Platform")
that enables investors in the digital asset sector and other
industries to access a dashboard. The dashboard monitors and
analyzes real-time data from the digital asset market
(Coins/Tokens/NFTs/initial offerings). The Company's software
monitors news sources, tracks influencers, scans online social
media, and provides sentiment analysis, forecast and trade signals
on the top 300 digital assets. Additionally, the software system
provides news, price quotes and allows for
messaging.
To learn more about CoinAnalyst, please visit
https://coinanalyst.tech/en/
For more information, please contact:
Andrew
Sazama
Chief Operating
Officer and Director
Email:
contact@coinanalyst.tech
Phone: + 49 69
2648485 - 20
Forward-Looking
Information
and Statements
This news release contains
"forward-looking statements" within the meaning of applicable
securities laws. All statements contained herein that are not
clearly historical in nature may constitute forward-looking
statements.
Generally, such forward-looking
information or forward-looking statements can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or may contain statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "will
continue", "will occur" or "will be achieved". The forward-looking
information and forward-looking statements contained herein
include, but are not limited to, statements regarding:
the Company's ability to close the Transaction
on or about April 6, 2022; the ability of RockStock to develop MVP
within prescribed time or at all; the ability of RockStock to
capitalize on blockchain technologies, cryptocurrencies and
NFTs; the ability of RockStock to develop and
maintain the RockStock Platform; the ability of RockStock to add
develop functionality of the RockStock Platform which will allow
for monetization, "pay-per-view" performances and NFT
generations; the appointment of David Abbott to the Board;
the entering into the consulting agreements; the entering into the Lock-Up Agreements; the
ability of RockStock to develop MVP for mobile and web apps of the
RockStock Platform within prescribed time or at all; and the
parties' ability to satisfy closing conditions and receive
necessary approvals;
Forward-looking information in this
news release is based on certain assumptions and expected future
events, namely: the Company's ability to continue as a going
concern; the continued commercial viability and growth in
popularity of the RockStock's Platform; the continued approval of
the Company's activities by the relevant governmental and/or
regulatory authorities; the continued development of the
RockStock's technologies, including the RockStock
Platform;
the continued growth of the Company
and RockStock; RockStock's ability to finance the development of
the MVP; the Company's ability to finance the closing of the
Transaction; and the ability
of the Company to fulfil the requirements of the Canadian
Securities Exchange in respect of the Transaction.
These statements involve known and
unknown risks, uncertainties and other factors, which may cause
actual results, performance or achievements to differ materially
from those expressed or implied by such statements, including but
not limited to: the potential inability of the Company to continue
as a going concern; the risks associated with the technology,
cryptocurrency and data industries in general; incorrect assessment
of the value and potential benefits of the Transaction; risks
associated with potential governmental and/or regulatory action
with respect to the Company's activities; risks associated with the
Company's potential inability to obtain regulatory approval with
respect to the Transaction; the Company's inability to close the
Transaction on or about April 6, 2022; the risks associated with
the technology, cryptocurrency and data industries in
general;
increased competition in the
technology, data and AI markets; the potential future unviability
of the Company's and RockStock's services or product offerings; the
inability of RockStock to develop MVP within the prescribed time or
at all; the inability of RockStock to capitalize on blockchain
technologies, cryptocurrencies and NTFs as intended or at all; the
risks associated with the development and maintenance of the
RockStock Platform; and the risks with respect to market demand for
RockStock's products.
Readers are cautioned that the
foregoing list is not exhaustive. Readers are further cautioned not
to place undue reliance on forward-looking statements, as there can
be no assurance that the plans, intentions or expectations upon
which they are placed will occur. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking statements contained in this
news release are expressly qualified by this cautionary statement
and reflect the Company's expectations as of the date hereof and
are subject to change thereafter. The Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, estimates or opinions,
future events or results or otherwise or to explain any material
difference between subsequent actual events and such
forward-looking information, except as required by applicable
law.
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 these securities, in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
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