Vancouver, British Columbia--(Newsfile Corp. - May 27, 2019) - BIG Blockchain Intelligence Group Inc. (CSE: BIGG) (OTC Pink: BBKCF) (FSE: 7111) ("BIG" or the "Company") is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") with Netcoins Holdings Inc. (the "Vendor") (CSE: NETC) whereby BIG will acquire all of the issued and outstanding shares of the Vendor's three subsidiary companies - Netcoins Inc., NTC Holdings Corp., and NTC Holdings USA Corp. (collectively, "Netcoins" )(the "Transaction"). Netcoins is in the business of developing software to make the purchase and sale of cryptocurrency easily accessible to the mass consumer and investor through brokerage services.
Netcoins completed over CAD$58 million in cryptocurrency transactions in 2018. It currently enables crypto transactions via over 171,000 retail locations globally, a self-serve crypto purchase portal and an institutional over-the-counter (OTC) trading desk. In addition, upon launch of its Netcoins Custody software, it is poised to deliver institutional-level crypto custody to the Canadian marketplace through an existing agreement with BitGo Trust Company, the world's largest processor of on-chain bitcoin transactions.
In line with BIG's objective of bringing cryptocurrency mainstream, post-Transaction the Company will be a vertically integrated crypto company, focused on compliance, regulation and trading. BIG's "compliance first" strategy provides a distinct competitive edge when it comes to cost and readiness, over companies in the space that have either no or poor AML compliance.
"BIG's sophisticated AML compliance and reporting suite will give the Netcoins' transactional product offerings a marketplace edge while allowing our software and services to be marketed by Netcoin's highly experienced team via their existing sales channels," said Shone Anstey, BIG's Executive Chairman.
Netcoins existing institutional OTC trading business will be enhanced by the integration of BIG's BitRank VerifiedⓇ product offering and advanced reporting technology on the source of crypto transactions. Custody is a key component to institutional participation, which is foreseen to be pivotal to widespread adoption. BIG will be able to offer custody solutions within its forensic division, for engagements with law enforcement and the banking sector.
Netcoins also has established relationships with a wide range of exchanges, both as customers and service providers, all of which are high value targets for BIG's BitRank product. Leveraging the Netcoins sales and marketing teams, BIG plans to accelerate market adoption globally of BitRank, building out recurring revenue streams tied to each and every transaction verification.
"The Netcoins acquisition is a natural fit for us," said BIG CEO, Lance Morginn. "Our clients will have a need for OTC trading, and both Netcoins and its clients can benefit from the compliance and analytics services BIG provides. Mark's team, with their strong relationships and understanding of the crypto market, will open up new markets to BIG. We are looking forward to integrating, and working alongside, this new team."
Upon completion of the Transaction, the combined teams will have considerable depth and strength on an engineering level, as well as sales and marketing. Mark Binns, CEO of Netcoins, will step up to lead the Company. With over 20 years' experience in founding and building technology companies, including SAAS-based software businesses, Mark is a Dean's Honours graduate of the Ivey MBA program and a graduate of the Computer Science Honors program at Acadia University. He has led his companies to PROFIT HOT 50 and PROFIT HOT 100 awards and was nominated by the Dean of the Richard Ivey School of Business for the prestigious business award of Canada's "Top 40 Under 40".
In consideration for acquiring all of the issued and outstanding shares of Netcoins, and on the closing of the Transaction, BIG will issue an aggregate 37,500,000 common shares (the "Payment Shares") to the Vendor at a deemed price of $0.08 per Payment Share. The Vendor plans to distribute the Payment Shares to its shareholders on a pro-rata basis.
Completion of the Transaction remains subject to certain closing conditions and obtaining all necessary approvals, including the approval of the Canadian Securities Exchange (the "CSE") and the approval of shareholders of the Vendor and other conditions which are customary for transactions of this nature.
The Transaction will be completed pursuant to available exemptions under applicable legislation.
In parallel with the standard due diligence review of Netcoins and its operations, the Company has engaged PI Financial Corp. ("PI Financial") to provide an opinion as to the fairness, from a financial point of view, of the consideration to be paid by BIG in respect of the Transaction (the "Fairness Opinion"). PI Financial will receive total cash payments of $75,000 and an aggregate 312,500 compensation options. Each compensation option shall entitle PI Financial to acquire one common share of the Company at an exercise price of $0.08 per share for a period of two years from the closing of the Transaction, subject to an acceleration clause whereby if the 10 day weighted average share price on the CSE equals or exceeds $0.25 the Company can elect to change the expiration date of the compensation options to 30 days from the date of provision of formal notice to PI Financial of the triggering of the acceleration.
Further, in connection with the signing of the Agreement, BIG has entered into a finder's fee agreement which provides for a cash fee payable of $90,000 on closing of the Transaction to Hillcrest Merchant Partners Inc.
Closing of the proposed Transaction is expected to be on or about July 8, 2019.
On behalf of the Board,
Shone Anstey
Executive Chairman
About Netcoins
The Company is in the business of developing software to make the purchase and sale of cryptocurrency easily accessible to the mass consumer and investor through brokerage services.
About BIG Blockchain Intelligence Group Inc.
BIG Blockchain Intelligence Group Inc. (BIG) brings security and accountability to the new era of cryptocurrency. BIG has developed from the ground up a Blockchain-agnostic search and analytics engine, QLUETM, enabling Law Enforcement, RegTech, Regulators and Government Agencies to visually trace, track and monitor cryptocurrency transactions at a forensic level. Our commercial product, BitRank Verified®, offers a "risk score" for cryptocurrency, enabling RegTech, banks, ATMs, exchanges, and retailers to meet traditional regulatory/compliance requirements. Our Forensic Services Division brings our team of investigative experts into action for cryptocurrency investigations that require in-depth expertise and experience, either in conjunction with or supplemental to our user-friendly search, risk-scoring and data analytics tools. Based on industry demand, we created our Cryptocurrency Training Academy (www.CryptoInvestigatorTraining.com) to help Law Enforcement, the Financial Sector and Regulators learn how to bring security and accountability to cryptocurrency; our Cryptocurrency Investigator Certification Course is a one-stop solution to understanding the world of cryptocurrency, how to reduce associated risk, and investigate cryptocurrency crime.
About BitRank Verified®
BIG developed BitRank Verified® to be the industry gold standard in ranking and verifying cryptocurrency transactions. BitRank Verified® offers the financial world a simple risk score, enabling consumer-facing bank tellers, exchanges, eCommerce sites and retailers to know whether a proposed transaction is safe to accept, questionable, or should be denied. BitRank Verified® and its API are custom tailored to provide the RegTech sector with a reliable tool for meeting their regulatory requirements while mitigating the risk of money laundering or other criminal activities.
About QLUETM
QLUE™ (Qualitative Law Enforcement Unified Edge) enables Law Enforcement, RegTech, Regulators and Government Agencies to literally "follow the virtual money". QLUE™ incorporates advanced techniques and unique search algorithms to detect suspicious activity within cryptocurrency transactions (Bitcoin, Ethereum), enabling investigators to quickly and visually trace, track and monitor transactions in their fight against terrorist financing, human trafficking, drug trafficking, weapons trafficking, child pornography, corruption, bribery, money laundering, and other cyber crimes.
About the Crypto Fusion Center
BIG created the Crypto Fusion Center (CFC) to serve as a community resource dedicated to fighting the criminal use of cryptocurrencies. The CFC's mission is to maintain and promote the legitimacy of cryptocurrencies while protecting the market as a whole by identifying and isolating criminal events as they occur. The CFC enables entities in all sectors to notify major participating exchanges, financial institutions, and law enforcement agencies in a timely manner when cryptocurrency thefts occur. The CFC is a direct result of BIG's greater mission of bringing cryptocurrencies mainstream through social responsibility. Entities interested in learning more about the Crypto Fusion Center or considering participating in the community can visit the CFC here: https://cryptofusioncenter.com/
About Our Expert Training
We offer custom on-site and 24/7 online training, enabling Law Enforcement, the Financial Sector and Regulators to understand cryptocurrency risk and successfully investigate suspicious activity. Our in-person, on-site training solutions are designed to fit our clients' scheduling, location and learning needs. Through our online Cryptocurrency Training Academy (www.CryptoInvestigatorTraining.com), clients can take our Cryptocurrency Investigator Certification Course to earn their Certified Cryptocurrency Investigator credential from BIG to validate their new knowledge.
About Our Forensic Services Division
Our Forensic Services Division provides Law Enforcement, Financial institutions and Regulators with expert support to help trace, track and monitor illicit activity involving cryptocurrencies. Our services range from quick and simple due diligence case reviews, to providing in-depth forensic support for ongoing investigations, and providing expert witness testimony from unbiased third-party investigators.
BIG Investor Relations
Anthony Zelen
D: +1-778-819-8705
email: anthony@blockchaingroup.io
For more information and to register to BIG's mailing list, please visit our website at https://www.blockchaingroup.io/. Follow @blocksearch on Twitter. Or visit SEDAR at www.sedar.com.
Forward-Looking Statements:
Certain statements in this release are forward-looking statements, which include completion of the search technology software 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. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of BIG. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Undue reliance should not be placed on the forward-looking information because BIG can give no assurance that they will prove to be correct. Important factors that could cause actual results to differ materially from BIG's expectations include, consumer sentiment towards BIG's products and Blockchain technology generally, technology failures, competition, and failure of counterparties to perform their contractual obligations.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, BIG 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, BIG undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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