March 19, 2018 – Vancouver, BC – Scorpion Resources Inc. (to be renamed Blockstrain Technology Corp.) (NEX:SR.H) (the “Company“) is pleased to announce that, further to its news releases of February 27, 2018 and March 8, 2018, it has closed the second and final tranche of its $10,500,000 non-brokered private placement (the “Offering“) pursuant to which WeedMD Inc. (TSX-V: WMD) (“WeedMD“), a Health Canada Licensed Producer under the Access to Cannabis for Medical Purposes Regulations, has made a $500,000 strategic investment in the Company.
The Company issued 1,666,667 subscription receipts (each, a “Subscription Receipt“) at a price of $0.30 per Subscription Receipt to WeedMD, bringing aggregate gross proceeds raised under the Offering to $10,500,000. All of the proceeds of the Offering will be held in escrow pending the completion of the Company’s acquisition of Blockstrain Technology Corp. (“Blockstrain“), which will represent the Company’s Qualifying Transaction (the “Transaction“).
Provided that the Transaction is completed by May 31, 2018, the proceeds of the Offering will be released to the Company and each Subscription Receipt will be automatically converted, for no additional consideration, into one common share in the capital of the Company (each, a “Share“). If the Transaction is not completed by May 31, 2018, all of the proceeds of the Offering will be returned to the subscribers.
Assuming the Transaction is completed, 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. There may also be means for those invested in this software (https://cryptoevent.io/review/immediate-edge/) to turn the profits generated towards stocks in WeedMD and the associated companies.
WeedMD has also agreed to provide functional support to the Company following the completion of the Transaction in connection with its development and launch of the BLOCKStrain Platform, including feedback and customer insight regarding the User Interface Design (UI) and User Experience (UX).
“Customer feedback and insight is paramount to the success of the BLOCKstrain platform,” stated Robert Galarza, CEO of Blockstrain. “Every innovation in technology must be balanced against the functional needs of the industry that it serves, and we must be focused on the real world benefits. By working extensively with our lead customer, we gain valuable insight into how to make it easy for producers in the cannabis industry to protect their proprietary strains and genetics, while building consumer trust in the products they are providing.”
The Subscription Receipts and any Shares issued upon conversion will be subject to a hold period expiring four months and one day after the closing of the applicable tranche of the Offering. None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there by any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About BlockStrain Technology Corp.
BlockStrain is developing a comprehensive, community-driven cannabis genetics registration and licensing archive platform, dedicated to making it safe and conformable for breeders and growers, large and small, to protect and release their varieties into the public domain, while also being compensated and rewarded. BlockStrain has accomplished this by utilizing blockchain and cryptocurrency features to create an ecosystem that encourages contribution of genetics and intellectual property, coupled with the security, authenticity and verificationmethods that modern distributed ledger technology provides.
BlockStrain combines traditional cannabis culture with modern crypto-technology to deliver a truly intelligent platform powered by the people. By being open and available to everyone, the platform is expected to help shape the future adoption and authenticity of the cannabis industry. Through use of a secure API network, BlockStrain makes it easy for testing providers, grow facilities, app and software developers, research groups and major supply chain platforms to build applications and solutions, thereby helping fuel technology and innovation for the cannabis industry as a whole. This could be particularly useful for companies that sell products such as wholesale cartridges to their clientele as they will be able to stay on top of the process as a whole.
With compliance and regulation being a critical priority for industry participants, BlockStrain is also expected to enable regulatory standards to be adhered to, while providing real-time visibility and collaboration of industry operations directly to agencies assigned to enforce and regulate cannabis activity nationwide. BlockStrain uses powerful supply chain and IoT technology to allow for the tracking of cannabis movement from genetics to sale, while providing for the scalability of what is expected to become a globally traded product. BlockStrain was incorporated on November 22, 2017 under the laws of the Province of British Columbia. Its principal operations are currently conducted in Canada. To date, BlockStrain has not generated any revenues from its business.
About WeedMD Inc.
WeedMD Inc. is the publicly-traded parent company of WeedMD Rx Inc., a federally-licensed producer and distributor of medical cannabis and oils under the Access to Cannabis for Medical Purposes Regulations. It operates a 26,000 sq. ft. indoor facility in Aylmer, Ontario, and is awaiting its second-site cultivation license for its greenhouse facility located in Strathroy, Ontario, representing 610,000 sq. ft. or 14 acres under glass. WeedMD has entered into supply agreements in addition to strategic relationships with established cannabis brands. It is focused on providing medical cannabis to the long-term care, assisted living and seniors’ markets in Canada through its proprietary seniors’ care program. It is dedicated to educating healthcare practitioners and furthering public understanding of the role that medical cannabis plays – including as it pertains to regulatory requirements, indications and potential side effects.
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. 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.
ON BEHALF OF THE BOARD OF DIRECTORS OF SCORPION RESOURCES INC.
“Quinn Field-Dyte”
Quinn Field-Dyte
Chief Executive Officer
For further information, contact 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 Transaction; terms of the Transaction; 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 forward?looking 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.
