09:35:11 EDT Sun 26 Sep 2021
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Cloud Nine Education Group Ltd (2)
Symbol CNI
Shares Issued 16,787,047
Close 2021-02-16 C$ 2.00
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Cloud Nine to acquire crypto, blockchain assets for $6M

2021-02-16 13:48 ET - News Release

Mr. Allan Larmour reports


Cloud Nine Education Group Ltd. has signed a letter of intent dated Feb. 15, 2021, with Victory Square Technologies Inc. to acquire intellectual property assets.

  • Desktop LimitlessCrypto Miner -- Patent-pending user-based Bitcoin, Ethereum and altcoin miner for household use with a wait list of over 100,000 users for postbeta March, 2021, launch.
  • MicroBlock Miner -- Crypto in a box gives users a plug-and-play way to participate in proof-of-work mining protocols like Bitcoin, Ethereum and other altcoins.
  • X2Crypto Wallet for desktop and mobile -- Crypto credit card (Visa) paired with user friendly cryptocurrency banking services on desktop, mobile and hardware wallets.

Since 2013, Victory Square has been at the forefront of the blockchain and crypto space. From incubating the first publicly traded blockchain company in Canada, to hosting, presenting and sponsoring conferences globally including the World Blockchain Forum and d10e conferences held in New York, London, Dubai, Seoul, Tel Aviv, Silicon Valley, Turkey, Malta, among other places.

"We have spent the last six years connecting with and investing in some of the brightest, boldest and disruptive minds in the blockchain space," said Victory Square chief executive officer Shafin Diamond Tejani. "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."

He continued, "We have found a great partner in CNI with a strong team led by Kant Trivedi and Allan Larmour, who both bring capital and network opportunities to commercialize upon this IP."

Through the acquisition, the company has gained certain key assets from Victory Square, including the products listed herein currently deployed in the marketplace or launching soon.

LimitlessCrypto user-based desktop crypto miner

Patent-pending user-based Bitcoin, Ethereum and altcoin miner for household use with a waitlist of over 100,000 for postbeta March, 2021, launch. Based on current demand, the company projects to grow this user base to over one million users by the end of 2021. The platform currently generates an average of approximately $11 (U.S.) gross revenues in cryptocurrency per user per month.

The miner also acts as a virtual private network, engineered for high performance applications such as gaming, high-fidelity video and premium services, the private network is designed to protect the identity of consumers giving privacy and security its full measure, while tapping into the state-of the-art WireGuard open-source software application and communication protocol.

"The idea behind LimitlessCrypto is to give consumers a simple entry point into the world of cryptocurrency," said Michael Shader, founder of Limitless Blockchain Technology.

MicroBlock Miner

MicroBlock Miner is an in-home cryptocurrency mining machine.

An all-in-one crypto device that is made for use by everyone, no expertise required. The MicroBlock Miner gives people a plug-and-play opportunity to participate in proof-of-work mining protocols like Bitcoin, Ethereum and other altcoins. Mine your favourite cryptocurrencies which are then immediately stored in your X2Crypto digital wallet.

"One of the key areas we have been focusing on is what we call 'crypto in a box.' This is the creation of a relatively low-cost, prepackaged, plug-and-play blockchain node device that consumers can buy and use at home, adding strength and resiliency to crypto networks," said Mr. Shader.

X2Crypto Wallet for desktop and mobile

Crypto credit card (Visa) paired with user friendly cryptocurrency trading and banking services on desktop, mobile and hardware wallets.

  • Secure, manage and exchange cryptocurrencies on desktop, mobile and hardware wallets;
  • Trade or stake over 100 cryptocurrencies with real-time charts;
  • Includes a loyalty program and benefits system.

"The acquisition of these assets will equip the company to be at the forefront of technology, enabling it to deliver unique products and services within the blockchain sector. 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, cryptofinance, validation, funding and payments," said Kant Trivedi, Cloud Nine board member.

Terms of the acquisition

In consideration for the acquisition, the company shall issue 4,411,765 common shares in the capital of the company at a deemed issue price of $1.36 per consideration share for a transaction consideration of $6-million. In accordance with the terms of the LOI, the consideration shares shall be subject to a voluntary minimum six-month hold period from the date of issuance and a right of first offer.

Closing of the acquisition is expected to occur on or about Feb. 26, 2021, unless otherwise agreed between the parties. Completion of the acquisition is subject to a number of conditions, including but not limited to, satisfactory completion of due diligence by the company, negotiation and execution of an asset purchase agreement, receipt of requisite approvals from the Canadian Securities Exchange, and other regulatory authorities and other standard closing conditions. There can be no assurance that the acquisition will be completed as proposed or at all.

Name and symbol change

The company will change its name from Cloud Nine Education Group Ltd. to Limitless Blockchain Technology Inc. and its ticker symbol from CNI to LIMX. The proposed name and symbol change have been approved by the company's board of directors in line with its strategic transition into the blockchain technology sector.

Private placement

The company also announces that it will carry out a non-brokered private placement to raise up to $5-million, subject to a 100-per-cent overallotment option exercisable in the sole discretion of the company any time prior to closing.

The offering will consist of up to 3,676,500 units of the company, excluding any overallotment, at a price of $1.36 per unit. Each unit will comprise one common share of the company and one-half of one transferable share purchase warrant. Each warrant will entitle the holder to acquire one share at a price of $1.75 per share for a period of 12 months following closing of the offering. The company may accelerate the expiry date of the warrants on not less than 30 days of notice, should the trading price of the shares be at $2.50 per share and above for 10 consecutive trading days.

Finders' fees and commissions may be paid by the company in relation to the units sold in this offering.

The net proceeds from the offering will be used to finance general working capital and potential acquisitions.

We seek Safe Harbor.

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