Hilltop Cybersecurity Closes Second Acquisition
KELOWNA, British Columbia, June 12, 2018 (GLOBE NEWSWIRE) — Hilltop Cybersecurity Inc, (“Hilltop” or the “Company”) (CSE:CYBX) (OTC:BGGWF), announces, further to its news release dated February 22, 2018 regarding the completion of its transaction (the “Transaction”) with Hill Top Security, Inc. (“HTSI”), constituting a “fundamental change” of the Company within the meaning of the policies of the Canadian Securities Exchange (the “Exchange”) pursuant to the Acquisition Agreement (as defined herein), it has completed the Second Acquisition (as defined herein) pursuant to the Acquisition Agreement.
On February 14, 2018, the Company completed the Transaction pursuant to an acquisition agreement made effective as of December 19, 2017 (the “Acquisition Agreement”) among the Company, HTSI and the shareholders of HTSI, whereby the Company acquired 25% of the common shares of HTSI (the “HTSI Shares”) for an aggregate cash payment of USD$660,000, constituting a “fundamental change” of the Company within the meaning of the policies of the Exchange.
In connection with the Transaction, pursuant to the Acquisition Agreement, the Company and HTSI completed the following series of secondary transactions (together, the “Second Acquisition”) on June 12, 2018:
(i) HTSI sold and issued 1,875 HTSI Shares to the Company, equal to 24% of the issued and outstanding HTSI Shares (post-issuance, such that immediately after the issuance and including the HTSI Shares acquired pursuant to the Transaction, the Company will holds an aggregate 49% of the issued and outstanding HTSI Shares), and granted to the Company a perpetual, worldwide, royalty free license in certain of HTSI’s assets, pursuant to a license agreement by and between HTSI and the Company in substantially the form attached to the Acquisition Agreement; and
(ii) in consideration for the actions of HTSI set forth above, the Company: (1) delivered a payment to HTSI of US$1,500,000; (2) issued to HTSI 49,136,658 convertible common shares of the Company (the “Convertible Shares”), equal to, upon conversion thereof to common shares of the Company (on a one-to-one basis), an aggregate of 45% of the issued and outstanding common shares of the company (post-issuance), to be later distributed pro rata to the shareholders of HTSI (other than the Company); (3) issued 1,200,000 common shares of the Company to certain consultants and employees of HTSI; and (4) executed and delivered consulting agreements in the form attached to the Acquisition Agreement to certain of the shareholders of HTSI as indicated in the Acquisition Agreement.
The shareholders of HTSI will have the right to exchange the Convertible Shares, once distributed to them from HTSI, at any time and from time to time for an equal number of fully paid and non-assessable common shares of the Company.
A finder’s fee in connection with the transactions contemplated by the Acquisition Agreement was made to Sherman Dhal (the “Finder”), upon the completion of the Second Acquisition, in the amount of 3,000,000 common shares of the Company (the “Finder’s Fee Shares”) at a deemed price of $0.35 per Finder’s Fee Share.
The Convertible Shares, and any common shares of the Company the Convertible Shares are exchanged therefor, and the Finder’s Fee Shares, are subject to applicable statutory hold period and escrow, pursuant to an escrow agreement between Computershare Investor Services Inc. and HTSI and an escrow agreement between Computershare Investor Services Inc. and the Finder, respectively, released as to 10% on closing of the Second Acquisition and an additional 15% every six months thereafter over 36 months.
A listing statement dated February 15, 2018 describing the Company and HTSI, as well as the terms of the Transaction and the Second Acquisition, prepared in accordance with the policies of the Exchange, is available on SEDAR at www.sedar.com (the “Listing Statement”). The summary information set out herein is qualified in its entirety by reference to the relevant descriptions in the Listing Statement.
About Hilltop Cybersecurity
Hilltop Cybersecurity (CSE:CYBX) (OTC:BGGWF) is a cybersecurity and cryptocurrency security specialist. The Company has developed a unique, patented, cybersecurity platform, designed to protect businesses from external and internal cyber attack, and has also patented its biometric security solution for crypto-currencies.
For further information, please contact:
Hilltop Cybersecurity Inc.
Corby Marshall, CEO
E-mail: [email protected]
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
The Canadian Securities Exchange has not reviewed, nor approved the contents of this news release.
Investors are cautioned that, except as disclosed in the Listing Statement, any information released or received with respect to the Transaction and the Second Acquisition may not be accurate or complete and should not be relied upon.
Certain statements in this release are forward-looking statements, which include regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are 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 based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, present and future business strategies, the environment in which the Company will operate in the future, and other factors, many of which are beyond the control of the Company. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: that laws and regulations may become more onerous; the ability of the Company to obtain necessary financing; the economy generally; the future growth, results of operations, performance and business prospectus and opportunities; changes in and the effect of government policies; demand for products; competition; anticipated and unanticipated costs; reliance on management; claims and legal proceedings; conflicts of interest; and market price and volatility of the common shares of the Company. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, technology failures, failure to develop new and innovative products, failure of counterparties to perform their contractual obligations and fees charged by service providers. Important factors that could cause actual results to differ materially from the Company’s expectations include, litigation, global economic climate, loss of key employees and consultants, additional funding requirements, changes in laws, competition, and failure of counterparties to perform their contractual obligations. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.