VANCOUVER, July 15, 2019 /CNW/ - Netcoins Holdings Inc. ("Netcoins" or the "Company") (CSE: NETC) is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), an independent proxy advisory firm, has recommended that the Company's shareholders (the "Shareholders") vote FOR the proposed transaction for BIG Blockchain Intelligence Group's ("BIG") (CSE: BIGG; OTC: BBKCF; WKN: A2JSKG) wholly-owned subsidiary 1208810 B.C Ltd., to purchase the shares of Netcoins Inc., NTC Holdings Corp. and NTC Holdings USA Corp. (collectively the "Subsidiaries") for a purchase price of $3,000,000 (the "Transaction"). The purchase price is payable to Netcoins in common shares in the capital of BIG (the "BIG Shares") at an issue price of $0.08 per BIG Share for an aggregate issuance of 37,500,000 BIG shares. ISS also recommended that shareholders vote FOR a resolution to approve the distribution of all the BIG shares to Shareholders (the "Distribution").
Netcoins Annual General and Special Meeting of Shareholders
Netcoins' annual general and special meeting of Shareholders is scheduled for 10:00 a.m. (Vancouver time) on Wednesday, July 24, 2019 at Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7. The Company's information circular (the "Circular") has been mailed to Shareholders to provide them with more information about both companies and the proposed Transaction.
ISS' Commentary of the Transaction
In reaching its conclusion that Shareholders vote FOR the Transaction and the related Distribution, ISS noted that:
"The sale of company assets appears to make sense. It allows the Company to focus on the acquisition of new assets that would better deliver value to the Shareholders, while ensuring that Shareholders continue to have interest in the current business of the Company by virtue of holding BIG Shares after the proposed Distribution. Shareholders would continue to have liquidity for their investment and in accordance with the findings in the Fairness Opinion, the Company would be receiving consideration in the amount of $3 million for the assets being transferred to BIG, which represents a premium over the value of the assets and is fair from a financial point of view."
Board Recommendation
Netcoins' Holdings board of directors believes that it is in the best interests of the company to sell the Subsidiaries and pursue new assets and a new business. Netcoins Holdings' board of directors unanimously recommends that Shareholders vote FOR the Transaction and the Distribution.
Your vote is important regardless of the number of shares you own. Netcoins encourages Shareholders to read the Circular in detail and vote prior to the proxy voting deadline at 10:00 a.m. (Vancouver time) on Monday July 22, 2019. An electronic copy of the Circular is available on the Company's website at https://www.gonetcoins.com/bigg/ and on SEDAR, under the Company's profile at www.sedar.com.
Shareholders who have questions about the transaction or need assistance with voting their shares can contact Netcoins' strategic advisory and proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 (toll-free in North America) or at 416-304-0211 (collect call for shareholders outside North America) or by email at assistance@laurelhill.com.
About Netcoins Holdings
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.
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
This information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Netcoins Holdings Inc.
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