Fortress Blockchain Corp. Announces Closing of Qualifying Transaction

VANCOUVER, British Columbia, Aug. 16, 2018 (GLOBE NEWSWIRE) -- Fortress Blockchain Corp. (formerly Focused Capital II Corp.)(the “Company”) is pleased to announce the closing of its Qualifying Transaction, as defined under the policies of the TSX Venture Exchange (“TSXV”) pursuant to the business combination agreement between the Company and Fortress Blockchain Capital Corp. (“Fortress”) dated March 21, 2018, as amended (the “Transaction”). 

The Transaction involved the acquisition of all of the issued and outstanding shares of Fortress by way of a three-cornered amalgamation. As part of the Transaction, Fortress amalgamated with 1171054 B.C. Ltd. to form “Fortress Blockchain Capital Holdings Corp.”, a wholly-owned subsidiary of the Company.

Continuation, Consolidation and Name Change

As a result of the Transaction, the Company also (a) completed the continuation of its corporate existence from the province of Ontario to the province of British Columbia; (b) consolidated its outstanding shares on the basis of 1 post-consolidation share for every 3.25077 pre-consolidation shares; and (c) changed its name to “Fortress Blockchain Corp.”

In connection with the Transaction, the Company issued (on a post-consolidation basis):

  1. an aggregate of 69,277,981 common shares issuable in exchange for the outstanding Fortress Shares;

  2. an aggregate of 18,200,000 replacement warrants issuable in exchange for the outstanding Fortress warrants, each exercisable into one common share at a price of $0.50 with expiry dates ranging from January 4, 2019 to January 8, 2023;

  3. an aggregate of 1,050,000 replacement broker options issuable in exchange for the outstanding Fortress broker options, each exercisable into one common share at a price of $0.50 with expiry an expiry date of January 9, 2020; and

  4. an aggregate of 2,102,500 replacement options issuable in exchange for the outstanding Fortress options until February 20, 2028, each exercisable into one common share at the following exercise prices: (a) 1,550,000 Replacement options at an exercise price of $0.60 per common share; and (b) 552,500 replacement options at an exercise price of $0.50 per common share.

Following completion of the Transaction and consolidation, the Company has issued and outstanding an aggregate of 71,177,984 post-consolidation common shares. 

It is anticipated that the common shares of the Company will begin trading on or about August 21, 2018 on the TSXV under the trading symbol “FORT”. 

Changes in Board and Management

Upon completion of the Transaction, Robert Leckie, Mark Goodman and Carmelo Marrelli resigned their positions as directors and officers of the Company.

Aydin Kilic, Roy Sebag (Chairman), Joshua Crumb, Kent Wakeford and David Jaques have been appointed as directors of the Company.

Aydin Kilic has also been appointed the President and CEO of the Company; David Pais has been appointed the CFO and Corporate Secretary and Michael Ages has been appointed Chief Technical Officer.

Grant of Options

A total of 233,000 stock options have been granted to certain advisory board members and consultants of the Company pursuant to the Company’s stock option plan. The options are exercisable for a period of ten years at a price of $0.60 per share.

About Fortress Blockchain Corp.

Fortress Blockchain Corp. 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
Phone: 905-510-7636

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 anticipated date of listing of the Company’s shares on the TSXV. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the listing of the Company’s shares on the TSXV will be satisfied and all requisite approvals will be received in a timely manner. Although the Company considers these assumptions to be reasonable based on currently available information, the same 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 to listing are not satisfied or waived in a timely manner 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's ability to successfully mine digital currency. Although the Company believes that the expectations reflected in forward looking statements are reasonable, no assurance can be given that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims 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.