Mr. Andrew Sazama reports

COINANALYST CORP. ANNOUNCES PROPOSED ACQUISITION OF ROCKSTOCK EQUITIES INC.

Coinanalyst Corp. has entered into a binding letter agreement dated Jan. 11, 2022, with RockStock Equities Inc. and all of the shareholders of RockStock, in respect of the acquisition by the company of all of the issued and outstanding shares in the capital of RockStock.

About RockStock Equities Inc.

RockStock is poised to capitalize on the dramatic impact of blockchain technology, cryptocurrencies and non-fungible tokens on a once beleaguered music industry. With a primary focus on the development of an artist/fan utility, RockStock will facilitate and empower artists through a state-of-the-art app platform, allowing them to directly monetize their music, create pay-per-view performances and participate in the exciting new world of NFT revenue generation. For the fans, it is an opportunity to connect and support the artists they love through a multigenre, on-line competition and participate in profit opportunities created through the purchase of artist security tokens and NFTs.

The letter agreement

Under the terms of the letter agreement, the company will purchase all of the shares of RockStock from the vendors in consideration for $937,500, which will be satisfied through the issuance of 3.75 million common shares of the company at a deemed price of 25 cents per share. If, at the end of the six-month period immediately following the closing of the transaction, RockStock has developed a minimum viable product (MVP) for its product, the company will issue an additional 250,000 common shares at a deemed price of 25 cents per share. The consideration shares and the earnout shares will be allocated to the vendors based on their pro rata shareholdings in RockStock.

The letter agreement includes a number of conditions to the closing date, including but not limited to (a) a consulting agreement to be entered into between David Abbott and the company; (b) each vendor entering into an agreement with the company for a contractual restriction on resale of the consideration shares pursuant to which each vendor will, among other things, agree not to trade the consideration shares, provided that (i) 10 per cent of the consideration shares will be free trading on the closing date, and (ii) further 15-per-cent tranches of consideration shares may be traded on each successive three-month anniversary of the closing date; and (c) the appointment of Mr. Abbott to sit on the board of the company.

We seek Safe Harbor.