TSXV: HELX
VANCOUVER, BC, July 19,
2021 /CNW/ - Helix Applications Inc. (TSXV:
HELX) (the "Company") is pleased to announce that it has
completed the previously announced business combination (the
"Transaction") with GlobalBlock Limited
("GlobalBlock"). GlobalBlock is now a wholly owned operating
subsidiary of the Company.
GlobalBlock is a fast-growing United
Kingdom based digital asset broker that provides a
personalised telephone brokerage service, trading platform and
mobile app. GlobalBlock was established in 2018 by an
experienced team of financial services professionals and acts as a
trusted agent serving the cryptocurrency needs of individuals,
corporates, institutional financial firms and intermediaries,
providing best execution trading and safe custody of digital
assets.
GlobalBlock is committed to meeting the highest standards of
digital asset regulation and customer protection and has been
temporarily registered under the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 as a cryptoasset business until 31st March 2022, pending the determination of
GlobalBlock's application by the Financial Conduct Authority in the
United Kingdom. Plans include looking to expand beyond the
United Kingdom, ensuring relevant
jurisdiction licences are granted and adhering to local regulations
in any new territories it looks to operate in.
Rufus Round, Chief Executive
Officer of the Company said:
"As we worked to complete the transaction with GlobalBlock over
the past few months, GlobalBlock has been building out its team by
adding to its sales, business development and marketing functions.
Plans for new products and services are already underway as the new
combined business aims to become the leading provider of digital
asset brokerage services in the UK and beyond. This is an exciting
time for all current and now new shareholders in the business."
David Thomas, GlobalBlock Head of
Operations, and new Chief Operating Officer of the Company,
said:
"We believe that our service led, transparent and secure digital
asset platform is a standout to other digital asset trading and
custody offerings. Firstly, being UK based and adhering to the
highest of regulatory standards is a must in today's digital asset
environment and secondly having a team that has such a wealth of
experience in building successful financial services
businesses."
"We are hugely excited to complete this this business
combination, which allows us to continue to focus on our growth and
development within the digital asset space, making us well placed
to become the number one digital asset broker within the UK market
and beyond."
The Transaction
The Company completed the Transaction by acquiring all of the
issued and outstanding securities of GlobalBlock from its four (4)
shareholders in exchange for an aggregate of 48,450,000 common
shares of the Company for aggregate deemed consideration of
CAD$55.233 million (based on the
price of CAD$1.14 per share, being
the last closing price of the common shares of the Company prior to
announcement of the Transaction). Those 48,450,000 common
shares of the Company issued to the former GlobalBlock shareholders
have been deposited into a 24-month escrow, wherein 15% of those
shares are to be released from escrow six months after closing of
the Transaction, and an additional 15% are to be released every
three months thereafter.
In addition, the Company issued 2,550,000 common shares as
finders fees, with 1,649,850 of those common shares being issued to
Rupert Williams and the remaining
900,150 common shares being issued to Angus
Campbell.
The Company now has 104,648,741 common shares issued and
outstanding.
Board, Management and Corporate Matters
Management
The Company's current interim Chief Executive Officer, Mr.
Rufus Round, and its Chief Financial
Officer and Corporate Secretary, Ms. Jessica van den Akker, remain in place as senior
management of the Company and are joined by Mr. David Thomas, who has been appointed as Chief
Operating Officer of the Company. Mr. Thomas is one of the
former shareholders of GlobalBlock and his biography is set forth
in the May 17, 2021 press release of
the Company (the "May Press Release").
The other three (3) former shareholders of GlobalBlock, Messrs.
Karl Thompson, Patrick Bullman and Tim
Bullman remain in place as local management of
GlobalBlock. Biographies for each of these key managers of
the combined Company are also set forth in the May Press
Release.
Board of Directors
As set forth in the May Press Release, Mr. Jay Sujir has resigned as a director of the
Company and has been replaced by Mr. Stuart
Olley. The Company thanks Mr. Sujir for his dedication
to the Company. In addition, Mr. David Thomas has been added as a director of the
Company. Biographies for Mr. Olley and Mr. Thomas are also
set forth in that May Press Release.
The Board of Directors of the Company is now comprised of the
following members: Rufus
Round, Trevor Gabriel,
David Thomas and Stuart Olley. The members of the Audit
Committee of the Company now consist of Rufus Round, Trevor
Gabriel and Stuart Olley.
Operational Information
At this time, GlobalBlock only accepts United Kingdom and Ireland resident clients or customers for its
digital asset broker or trading services. To be specific, measures
(including comprehensive AML/KYC procedures) have been implemented
to prevent residents in the provinces and territories of
Canada and the United States from becoming clients or
customers owing to regulatory restrictions.
The Company aims to conduct business to the highest industry
standards and within the constantly developing global, regulatory
environment with regards to digital assets. GlobalBlock primarily
holds client assets through the Qredo custodian platform as
described below, and through GlobalBlock's accounts on digital
asset exchanges. GlobalBlock has engaged third party digital asset
custody provider, Qredo Limited (the "Custodian") to manage
client assets being held internally, through an omnibus account in
the name of GlobalBlock. The Custodian accepts an ever growing list
of digital assets with more being added, on a frequent basis. The
Custodian is not a Canadian or foreign financial institution and is
awaiting SOC1&2 attribution, expected in December 2021.
The Company is unaware of any related parties between itself and
the Custodian. The Custodian is based in London, United Kingdom and utilizes a
multi-signature, MPC (multi-party computation), decentralised
storage protocol. The Custodian currently provides US$5 million equivalent of insurance per
wallet.
Name Change
It is intended that the Company will be renamed "GlobalBlock
Digital Asset Trading Limited", or such other name as determined by
the Board of Directors of the Company, and as approved by the TSX
Venture Exchange. The Company will issue additional press
release(s) related to this name change and other material
information as it becomes available.
ABOUT THE COMPANY
Helix Applications Inc. is a publicly traded holding company
(TSX Venture: HELX) whose wholly owned subsidiary, GlobalBlock
Limited (https://www.globalblock.co.uk), is a United Kingdom based digital asset broker that
provides a personalised telephone brokerage service, trading
platform and mobile app. Established in 2018 by an experienced team
of financial services professionals, GlobalBlock Limited acts as a
trusted agent serving the digital asset needs of individuals,
corporates, institutional financial firms and intermediaries,
providing best execution trading and safe custody of digital
assets.
The TSX Venture Exchange has in no way passed upon the
merits of the Transaction and has neither approved nor disapproved
the contents of this news release.
Early Warning Reporting
Former shareholders of GlobalBlock, in connection with the
Transaction, now own and control common shares of the company as
follows:
- Mr. David Thomas (c/o 65
Curzon Street, London, W1J 8PE,
United Kingdom) now owns and
controls a total of 12,112,500 common shares of the Company
(acquired at an effective price of CAD$1.14 per share), representing approximately
11.57% of the issued and outstanding shares of the
Company.
- Mr. Karl Thompson (c/o 65
Curzon Street, London, W1J 8PE,
United Kingdom) now owns and
controls a total of 12,112,500 common shares of the Company
(acquired at an effective price of CAD$1.14 per share), representing approximately
11.57% of the issued and outstanding shares of the
Company.
- Mr. Patrick Bullman (c/o 65
Curzon Street, London, W1J 8PE,
United Kingdom) now owns and
controls a total of 12,112,500 common shares of the Company
(acquired at an effective price of CAD$1.14 per share), representing approximately
11.57% of the issued and outstanding shares of the
Company.
- Mr. Tim Bullman (c/o 65
Curzon Street, London, W1J 8PE,
United Kingdom) now owns and
controls a total of 12,112,500 common shares of the Company
(acquired at an effective price of CAD$1.14 per share), representing approximately
11.57% of the issued and outstanding shares of the
Company.
The Company is advised that the four (4) individuals set
forth in the paragraph above acquired these securities for
investment purposes and has no present intention to acquire further
securities of the Company, although each may in the future acquire
or dispose of securities of the Company, through the market,
privately or otherwise, as circumstances or market conditions
warrant. A copy of the early warning reports required to be filed
by each of those four (4) individuals with applicable securities
commissions in connection with this acquisition will be available
for viewing under the Company's profile on SEDAR at
www.sedar.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain information set out in this news release constitutes
forward-looking statements or information. Forward looking
statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "intend", "could", "might", "should",
"believe" and similar expressions. In particular, this news release
contains forward-looking statements in respect of among other
things, the continued and successful development of the businesses
of each of the Company and GlobalBlock, the ability of GlobalBlock
to obtain the applicable regulatory approvals (including permanent
registration with the Financial Conduct Authority in the
United Kingdom) to continue to
conduct its business in the United
Kingdom, Ireland and other
jurisdictions, receipt of requisite approvals for a name change for
the Company, the ability of GlobalBlock to successfully expand its
products and services and other information concerning the
intentions, plans, future action and future successes of the
Company, and its businesses, technologies and products described
herein. Forward-looking statements are based upon the opinions and
expectations of management of the Company as at the effective date
of such statements and, in certain cases, information provided or
disseminated by third parties. Although the Company believes that
the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, and that information obtained
from third party sources is reliable, they can give no assurance
that those expectations will prove to have been correct. Readers
are cautioned not to place undue reliance on forward-looking
statements included in this document, as there can be no assurance
that the plans, intentions or expectations upon which the
forward-looking statements are based will occur. By their nature,
forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties that contribute to the possibility
that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual
results in future periods to differ materially from any estimates
or projections of future performance or results expressed or
implied by such forward-looking statements. These risks and
uncertainties include, among other things, risk factors set forth
in the Company's most recent management's discussion and analysis,
a copy of which is filed on SEDAR at www.sedar.com, and readers are
cautioned that the risk factors disclosed therein should not be
construed as exhaustive. These statements are made as at the date
hereof and unless otherwise required by law, the Company does not
intend, or assume any obligation, to update these forward-looking
statements.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Helix Applications Inc.