THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR RELEASE, PUBLICATION OR DISSEMINATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

TORONTO, March 10, 2021 (GLOBE NEWSWIRE) -- Blockchain Foundry Inc. (“BCF” or the “Company”) (CSE:BCFN), a leading North American blockchain development firm, is pleased to announce that it has closed its previously announced private placement of equity securities (the “Private Placement”). The Private Placement was for gross proceeds of approximately CAD$10,055,000 and consisted of the sale of 29,792,595 common shares (“Common Shares”) and warrants to purchase up to 29,792,595 Common Shares (“Warrants”), at a purchase price of CAD$0.3375 per Common Share and associated Warrant. The Warrants have an exercise price of CAD$0.45 per Common Share and may be exercised at any time prior to the fifth-year anniversary of the issuance date.

H.C. Wainwright & Co. acted as the exclusive placement agent for the Private Placement.

The net proceeds of the Private Placement will be used by the Company for working capital and general corporate purposes, including, without limitation, hiring of development and other personnel, marketing the Company’s products and services and repayment of debt.

H.C. Wainwright & Co. was paid a cash commission of 8.0% of the gross proceeds raised in the Private Placement and was issued warrants (the “Broker Warrants”) to purchase up to 2,383,408 Common Shares. Each Broker Warrant has an exercise price of CAD$0.45 per Common Share and may be exercised at any time prior to the fifth-year anniversary of the issuance date.

Early Warning Disclosure

Prior to the Private Placement, Daniel Wasyluk, the Chief Executive Officer of the Company, held 8,224,444 Common Shares and 850,000 stock options (“Options”), representing approximately 10.3% of the Company’s issued and outstanding Common Shares on a partially-diluted basis. Following completion of the Private Placement, Mr. Wasyluk holds 8,224,444 Common Shares and 850,000 Options, representing approximately 7.7% of the Company’s issued and outstanding Common Shares on a partially-diluted basis.

Prior to the Private Placement, Jag Sidhu, the Chief Technology Officer of the Company, held 8,224,444 Common Shares and 850,000 stock options (“Options”), representing approximately 10.3% of the Company’s issued and outstanding Common Shares on a partially-diluted basis. Following completion of the Private Placement, Mr. Sidhu holds 8,224,444 Common Shares and 850,000 Options, representing approximately 7.7% of the Company’s issued and outstanding Common Shares on a partially-diluted basis.

All securities of the Company controlled by Mr. Wasyluk and Mr. Sidhu are held for investment purposes. In the future, Mr. Wasyluk and Mr. Sidhu (directly or indirectly), may acquire and/or dispose of securities of the Corporation through the market, privately or otherwise, as circumstances or market conditions may warrant. Other than the acquisition or disposition of securities of the Company for investment purposes, Mr. Wasyluk and Mr. Sidhu have no plans or future intentions of taking actions which relate to or would result in one or more of the transactions or matters referred to in Section 5 of the Early Warning Report (as defined below).

This portion of this news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters (the “Early Warning Report”). The Early Warning Report is available on the Company’s SEDAR profile at www.sedar.com and may be obtained upon request from Chris Marsh, President, Blockchain Foundry Inc. at (647) 330-4572 or cmarsh@blockchainfoundry.co. The Company’s head office address is located at 2300 Yonge Street, Suite 1600, Toronto, Ontario, M4P 1E4.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities covered being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About Blockchain Foundry Inc.        

Blockchain Foundry develops and commercializes blockchain-based business solutions and provides consulting services to corporate clients seeking to incorporate blockchain technology into their businesses.

Blockchain Foundry Contact Information:

Chris Marsh
President
cmarsh@blockchainfoundry.co
(647) 330-4572

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable securities laws. Generally, any statements that are not historical facts may contain forward-looking information, and forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or indicates that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, “occur” or “be achieved”. Forward-looking information includes, but is not limited to statements regarding the use of proceeds from the Private Placement and the receipt of requisite regulatory approvals, as well as, the Company's goal of making investments in the blockchain and other sectors and enhancing value. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, such as market and other conditions, and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.


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