March 8, 2018 – Vancouver, BC – Further to its news releases of January 16, 2018 and February 27, 2018, Scorpion Resources Inc. (NEX:SR.H) (“Scorpion” or the “Company”) is pleased to announce that it has closed the first tranche of its $10,500,000 non-brokered private placement (the “Offering”). In connection with the first tranche closing, the Company issued 33,333,333 subscription receipts (each, a “Subscription Receipt”) at a price of $0.30 per Subscription Receipt for gross proceeds of $10,000,000 (the “Offering”). In the event that the Company completes the acquisition of Blockstrain Technology Corp. (the “Transaction”) on or before May 31, 2018 (the “Escrow Release Condition”), then each Subscription Receipt will be automatically converted, for no additional consideration, into one common share in the capital of the Company (each, a “Share”).
The Company is expecting to close a second tranche of the Offering for gross proceeds of up to an additional $500,000 prior to the closing of the Transaction.
The proceeds of the Offering will be held in escrow pending satisfaction of the Escrow Release Condition at which point they will be delivered by the escrow agent to the Company. If the Escrow Release Condition is not satisfied by May 31, 2018, the proceeds will be returned to the subscribers. Following the closing of the Transaction, the proceeds of the Offering are expected to be used for technology development and licensing, corporate and business development, blockchain and smart contract development, Smart Hub API development, and general working capital purposes.
The Subscription Receipts and any Shares issued upon conversion thereof will be subject to a hold period expiring four months and one day after the closing of the applicable tranche of the Offering. Cash finder’s fees will be paid to certain finders following satisfaction of the Escrow Release Condition.
The TSX Venture Exchange (the “TSXV”) has in no way passed on the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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.
ON BEHALF OF THE BOARD OF DIRECTORS OF SCORPION RESOURCES INC.
“Quinn Field-Dyte”
Quinn Field-Dyte
Chief Executive Officer
For further information, contract 604.283.1722.
Neither TSX Venture 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.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the proposed Transaction and Blockstrain’s future business plans. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to the terms of the Transaction and the Offering; the expected benefits of, and impact on, the cannabis industry as a result of Blockstrain’s technology; and other statements regarding the business of Blockstrain. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including the risk that the TSXV may not approve the Transaction; that the Transaction may not be completed for any other reason; or that factors may occur which impede or prevent Blockstrain’s future business and development plans. No assurance can be given that any of the events anticipated by the forwardlooking statements will occur or, if they do occur, what benefits Scorpion will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and Scorpion disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
