TORONTO, ONTARIO / TheNewswire / August 24, 2017 – NOBELIUM TECH  CORP. (“Nobelium” or the “Company”) is pleased to announce that it has entered into a non-binding letter of intent dated August 22, 2017 (the “Letter of Intent”) with  NextBlock Global Limited (“NextBlock”) to combine their business operations. The proposed combination will result in a reverse takeover of Nobelium by NextBlock and its shareholders. Nobelium will change its name to NextBlock Global Limited upon closing.

 

Nobelium is a Capital Pool Company (“CPC”) and intends the Transaction to constitute its Qualifying Transaction under the policies of the TSX Venture Exchange (the “Exchange”).  The Transaction will be an arm’s length transaction.

 

The Transaction

 

NextBlock and Nobelium will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction (the “Transaction”). The final structure of the Transaction is subject to receipt of tax, corporate and securities law advice for both NextBlock and Nobelium.

 

Pursuant to the Transaction, the holders of the issued and outstanding common shares of NextBlock (the “NextBlock Common Shares”) shall receive for each Nextblock Common Share so held the price per share at which the NextBlock Common Shares are issued pursuant to the Private Placement, as defined below, divided by the deemed price per common share of Nobelium, which will be equal to (i) $600,000 divided by (ii) the number of issued and outstanding Nobelium common shares at the closing of the Transaction (the “Exchange Ratio”).

 

Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The Transaction may require sponsorship and Nobelium plans to provide a news release update should a sponsor be retained. Nobelium’s shares have been halted from trading as a result of the announcement of the Transaction. Nobelium expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction. The common shares of Nobelium may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policy.

 

Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, 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 management information circular or 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 CPC should be considered highly speculative.

 

Private Placement

 

In conjunction with, or prior to the closing of the Transaction, NextBlock expects to complete a private placement of NextBlock Common Shares to raise gross proceeds of a minimum of $10 million dollars (the “Private Placement”). Such NextBlock Common Shares will automatically convert into Nobelium common shares following closing of the Transaction, subject to adjustment in accordance with the Exchange Ratio.

 

About NextBlock

 

NextBlock is a private corporation formed under the laws of Ontario. NextBlock is a venture-capital company focused on investing in blockchain technologies, private companies and cryptocurrencies. NextBlock will seek diversified exposure to the fast growing blockchain economy in a simple and thoughtful way. NextBlock was founded by Blockchain Revolution author and financier Alex Tapscott and is based in Toronto, Canada, one of the world’s global hubs for blockchain innovation.

 

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

 

A comprehensive press release will be issued by Nobelium when a definitive agreement is finalized with NextBlock.

  

For further information: Erroll Treslan, President  T: 519 374 1834

 

CAUTIONARY STATEMENT:

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

 

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ fromthose reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

 

(Not for distribution to US wire services or for dissemination in the United States of America)