Focused Capital II Corp. Announces Shareholder Approval of Continuation Into British Columbia as Part of Qualifying Transaction With Fortress Blockchain Corp.


TORONTO, July 04, 2018 (GLOBE NEWSWIRE) --  Focused Capital II Corp. ("Focused Capital II") (TSX-V:FAV.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it has received shareholder approval at its annual and special meeting (the “Meeting”) of shareholders of Focused Capital II (the “Shareholders”) held on June 22, 2018 to approve, among other things, the continuation from Ontario in British Columbia (the “Continuation”) as a condition to the previously announced reverse take-over transaction (the "Transaction") by Fortress Blockchain Corp. (“Fortress”). The Transaction is intended to constitute Focused Capital II's qualifying transaction, as such term is defined under Policy 2.4 of the TSX-V.

At the Meeting, Shareholders present in person or proxy approved the following resolutions:

  1. the election of each of Mark Goodman, Carmelo Marrelli and Robert Leckie as directors of Focused Capital II to serve from the close of the Meeting (the “Current Board”) until the earlier of (i) the close of the next annual meeting of Shareholders or until their successors are elected or appointed, and (ii) the effective time of completion of the Transaction (the “Change of Board Time”);

  2. immediately following the Change of Board Time, the increase in the number of directors to five (5), and the election of Aydin Kilic, Roy Sebag, Josh Crumb, Kent Wakeford and David Jaques, to hold office until the close of the next annual meeting of Shareholders or until their successors are elected or appointed;

  3. the Continuation;

  4. the appointment of auditors of Focused Capital II for the ensuing year; and

  5. approving the stock option plan of Focused Capital II.

The Transaction is subject to conditional approval by the TSX-V. The closing, and effective date, of the Transaction is expected to occur in July of 2018.

About Fortress Blockchain Corp.

Fortress is a technology-oriented blockchain mining company committed to operating in low cost North American green-energy regions. Fortress’s resources are currently dedicated to achieving peak operational efficiency in industrial scale Bitcoin mining, to ultimately deliver an industry leading competitive advantage in performance. Fortress has strategically acquired a state-of-the-art mining facility in Washington state which has been in continuous operation since 2014, which serves as an R&D facility to optimize and build out the next generation of highly scalable blockchain mining infrastructure.

For further information, please contact:

Fortress Blockchain Corp.
Attention: Investor Relations

Focused Capital II Corp.
Attention: Rob Leckie, Director
Phone: 416-350-3388

The information provided in this press release regarding Fortress has been provided to Focused Capital II by Fortress and has not been independently verified by Focused Capital II.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to the requirements of the TSX-V, 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 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 proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX-V 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 press release.

Forward Looking Statements:

The information in this press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements with respect to the completion of the Transaction. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied, that the Transaction will be completed on the terms set forth in the business combination agreement between Focused Capital II and Fortress effective as of March 21, 2018 (the “Definitive Agreement”), as amended from time to time. Although Focused Capital II and Fortress consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward looking statements in this press release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, the risk that the Transaction is not approved or completed on the terms set out in the Definitive Agreement or at all, risks related to the digital currency market such as a decline in digital currency prices, risks relating to electricity and other operating costs in the jurisdictions in which Fortress operates and Fortress’ ability to successfully mine digital currency. Although Focused Capital II and Fortress believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused Capital II and Fortress disclaim any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.