The company announced Tuesday that it had signed a letter of intent with Victory Square Technologies Inc (CSE:VST) (OTCMKTS:VSQTF) to acquire intellectual property assets including Limitless Crypto, a user-based desktop cryptocurrency miner, in-home cryptocurrency mining machine MicroBlock Miner and the X2Crypto Wallet for desktop and mobile banking services.
In connection with the C$6 million deal, Cloud Nine will change its name to Limitless Blockchain Technology Inc and complete a $5 million private placement.
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Vancouver-based Victory Square invests and incubates promising technology startups in the artificial intelligence, virtual and augmented reality and blockchain spaces.
The acquisition of the Victory Square’s assets will allow Cloud Nine to be at the “forefront of technology” and enable the company to deliver unique products and services within the blockchain sector, board member Kant Trivedi told investors.
“Cloud Nine works at the intersection of technology, data and human ingenuity to deliver consistent and quantifiable performance advantage to key markets undergoing a large scale disruptive change: Trading, Crypto-Finance, Validation, Funding and Payments,” Trivedi said in a statement.
“We have spent the last six years connecting with and investing in some of the brightest, boldest and disruptive minds in the blockchain space,” Victory Square’s CEO Shafin Diamond Tejani said. “VST has been quietly building up a stockpile of applications and IP while waiting for an inflection point in the space to start unleashing these applications to market.”
Tejani noted that the company found a “great partner” in Cloud Nine, with a strong team led by Kant Trivedi and Allan Larmour who both bring capital and network opportunities to commercialize the intellectual property assets.
Under the terms of the deal, Cloud Nine will issue Victory Square 4,411,765 shares priced at C$1.36 per share for a total consideration of C$6 million. The deal is expected to close by February 26, 2021.
Cloud Nine’s C$5 million private placement will consist of up to 3,676,500 units priced at C$1.36 per unit, which is comprised of one share and one-half of one warrant exercisable at $1.75 for a 12-month period. Cloud Nine may accelerate the expiry date of the warrants if its shares are at or above $2.50 for ten consecutive trading days.
The offering contains a 100% overallotment option exercisable at Cloud Nine’s discretion any time prior to closing.
In connection with its name change to Limitless Blockchain Technology, the firm will change its ticker symbol to ‘LIMX.’
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