Toronto, ON – January 20, 2022 – CoinAnalyst Corp. (CSE: COYX) (FSE: 1EO) (“CoinAnalyst” or the “Company“) is pleased to announce that it has entered into a binding letter agreement (the “Letter Agreement”) dated January 11, 2022 with RockStock Equities Inc. (“RockStock”) and all of the shareholders of RockStock™ (the “Vendors”), in respect of the acquisition by the Company of all of the issued and outstanding shares in the capital of RockStock (the “Transaction”).
RockStock Equities Inc. is poised to capitalize on the dramatic impact of Blockchain technology, Cryptocurrencies, and NFTs 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 multi genre, online competition and participate in profit opportunities created through the purchase of Artist Security Tokens and NFTs. For more information about RockStock, please visit www.myrockstock.com.
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 3,750,000 common shares of the Company (“Common Shares”) at a deemed price of $0.25 per share (the “Consideration Shares”). If, at the end of six (6) months period immediately following the closing of the Transaction (the “Closing Date”), 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 $0.25 per share (the “Earn-Out Shares”). The Consideration Shares and the Earn-Out 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 (the “Lock-Up Agreements”) pursuant to which each Vendor will, among other things, agree not to trade the Consideration Shares, provided that (i) 10% of the Consideration Shares will be free trading on the Closing Date, and (ii) further 15% tranches of Consideration Shares may be traded on each successive three months anniversary of the Closing Date; and (c) the appointment of David Abbott to sit on the board of the Company.
The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Cautionary Statements Regarding Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the appointment of David Abbott on the Board of the Company; the consulting agreement to be entered into between David Abbott and the Company; and the Lock-Up Agreements to be entered into by each of the Vendors and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. CoinAnalyst and RockStock assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.