CT Developers Ltd. Announces Proposed Qualifying Transaction _______________________________________________________
1764 Rathburn Road East, Unit1 Mississauga, Ontario, L4W 2N8 _______________________________________________________
NEWS RELEASE
CT Developers Ltd. Announces Proposed Qualifying Transaction _______________________________________________________
November 27, 2017–Vancouver, British Columbia (TSX-V:DEV.H) CT Developers Ltd. ("CT" or the "Company"), a capital pool company, is pleased to announce that it has entered into a letter of intent dated November 23, 2017 (the "Letter of Intent") for the acquisition (the "Proposed Transaction") of Clinical Blockchain Data Services ("CBDS"), a private company, by way of share exchange with the shareholders of CBDS. Upon completion of the Proposed Transaction, the business of CBDS will become the business of CT.
CT is a capital pool company and the Proposed Transaction is intended to constitute CT's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and accordingly is not expected to require the approval of CT shareholders.
About Clinical Blockchain Data Sciences
CBDS is provisioning health data verticals over blockchain for the next generation of health data infrastructure. The CBDS healthcare data platform on blockchain is being designed for use in other verticals for the collection and analysis of historical and real-time data to revolutionize healthcare.
CBDS is currently offering its proprietary clinical trial platform built on pervasive computing technologies for the detection of Digital Biomarkers through IoT sensor data capture and big data analytics. CBDS is connecting a community of key healthcare stakeholders who are now sharing in real-time, real-world assessment in the home of the patient.
The clinical trial process is a complex undertaking involving all the stakeholders in healthcare including multiple research and regulatory organizations, testing sites and thousands of patients. These complexities continue to push clinical trial costs to historical highs.
The CBDS platform has completed more than 60 studies with over 1,000 individuals and has captured more than one million hours of continuous home monitoring data resulting in over 130 peer reviewed publications. The CBDS platform currently connects a growing community of applicants in the high benefit areas of aging, mobility, cognition, sleep, pain and medication adherence.
The ongoing challenges for contemporary clinical research are reproducibility, data sharing, personal data privacy and patient enrolment and applying blockchain reduces trial complexity and trial costs while increasing patient retention, regulatory oversight, partner coordination and decreasing fraud.
Terms of the Transaction
| Pursuant to the terms of the Letter of Intent, CT will acquire all of the issued and outstanding | ||
|---|---|---|
| shares of CBDS from its shareholders in exchange for 42,900,000 common shares of CT (the | ||
| "Transaction Shares") issued at a deemed value of $0.25 per share; the aggregate value of the | ||
| Transaction Shares is CDN$ | 10,725,000 | . The Transaction Shares will be issued to the shareholders |
| of CBDS pursuant to exemptions from the registration and prospectus requirements of | ||
| applicable securities laws. The Transaction Shares will be subject to resale restrictions as required | ||
| under the applicable securities legislation and the Exchange. A finder’s fee of 1,500,000 shares is | ||
| payable at closing which will also be subject to resale restrictions. |
Additional escrow restrictions may be required by the Exchange.
In connection with the Proposed Transaction, the Company will change its name to one reflective of its new business undertaking acceptable to the parties and to applicable regulatory authorities. It is expected that upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 Issuer on the Exchange.
The Letter of Intent contemplates a forty-five-day due diligence period; a definitive acquisition agreement reflecting its primary terms is scheduled to be completed on or before the end of the due diligence period.
Completion of the Proposed Transaction is subject to a number of conditions, including execution of a definitive share exchange agreement, completion of satisfactory due diligence, receipt of applicable regulatory approvals and completion of the Concurrent Financing as set forth below.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Concurrent Financing
All parties to the Proposed Transaction will use their best efforts to complete a concurrent fundraising (the "Fundraising") of subscription receipts to raise a maximum of $2,500,000 by the issuance of 10,000,000 shares of CT at a deemed price of $0.25 per share.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. CT is currently reviewing the requirements for sponsorship and has not yet retained a sponsor.
Trading Halt
Upon the execution of the Letter of Intent, the shares of CT were halted and it is expected that they will remain halted until completion of the Qualifying Transaction.
The Fundraising will permit the Resulting Issuer to achieve its near-term development goals and will provide the Resulting Issuer with adequate working capital.
In connection with the Proposed Transaction and concurrent Fundraising, the Company will pay finder's fees in accordance with the policies of the Exchange. All securities issued pursuant to the Fundraising will be subject a hold period of four months.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. CT is currently reviewing the requirements for sponsorship and has not yet retained a sponsor.
Other Information and Updates
CT and CBDS will provide further details in respect of the Proposed Transaction in accordance with Exchange Policy 2.4 in due course and, in any event, prior to the resumption of trading.
For further information please contact:
Norman Eyolfson,
President &, Chief Executive Officer
Phone: (416) 884-8601
Statements in this press release regarding CT's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
COMPLETION OF THE PROPOSED TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE PROPOSED TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE FILING STATEMENT TO BE PREPARED IN CONNECTION WITH THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE PROPOSED TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON. TRADING IN THE SECURITIES OF A CAPITAL POOL COMPANY SHOULD BE CONSIDERED HIGHLY SPECULATIVE.
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.
NEITHER THE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.