Helix Completes GlobalBlock Business Combination
VANCOUVER, BC, July 23, 2021 - Helix Applications Inc. (TSXV: HELX) (the " Company ") is pleased to announce that it has completed the previously announced business combination (the " Transaction ") with GlobalBlock Limited ("GlobalBlock "). GlobalBlock is now a wholly owned operating subsidiary of the Company.
GlobalBlock is a fast-growing United Kingdom based digital asset broker that provides a personalised telephone brokerage service, trading platform and mobile app. GlobalBlock was established in 2018 by an experienced team of financial services professionals and acts as a trusted agent serving the cryptocurrency needs of individuals, corporates, institutional financial firms and intermediaries, providing best execution trading and safe custody of digital assets.
GlobalBlock is committed to meeting the highest standards of digital asset regulation and customer protection and has been temporarily registered under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as a cryptoasset business until 31st March 2022, pending the determination of GlobalBlock's application by the Financial Conduct Authority in the United Kingdom. Plans include looking to expand beyond the United Kingdom, ensuring relevant jurisdiction licences are granted and adhering to local regulations in any new territories it looks to operate in.
Rufus Round, Chief Executive Officer of the Company said:
"As we worked to complete the transaction with GlobalBlock over the past few months, GlobalBlock has been building out its team by adding to its sales, business development and marketing functions. Plans for new products and services are already underway as the new combined business aims to become the leading provider of digital asset brokerage services in the UK and beyond. This is an exciting time for all current and now new shareholders in the business."
David Thomas, GlobalBlock Head of Operations, and new Chief Operating Officer of the Company, said:
"We believe that our service led, transparent and secure digital asset platform is a standout to other digital asset trading and custody offerings. Firstly, being UK based and adhering to the highest of regulatory standards is a must in today's digital asset environment and secondly having a team that has such a wealth of experience in building successful financial services businesses."
"We are hugely excited to complete this this business combination, which allows us to continue to focus on our growth and development within the digital asset space, making us well placed to become the number one digital asset broker within the UK market and beyond."
The Transaction
The Company completed the Transaction by acquiring all of the issued and outstanding securities of GlobalBlock from its four (4) shareholders in exchange for an aggregate of 48,450,000 common shares of the Company for aggregate deemed consideration of CAD$55.233 million (based on the price of CAD$1.14 per share, being the last closing price of the common shares of the Company prior to announcement of the Transaction). Those 48,450,000 common shares of the Company issued to the former GlobalBlock shareholders have been deposited into a 24-month escrow, wherein 15% of those shares are to be released from escrow six months after closing of the Transaction, and an additional 15% are to be released every three months thereafter.
In addition, the Company issued 2,550,000 common shares as finders fees, with 1,649,850 of those common shares being issued to Rupert Williams and the remaining 900,150 common shares being issued to Angus Campbell.
The Company now has 104,648,741 common shares issued and outstanding.
Board, Management and Corporate Matters
Management
The Company's current interim Chief Executive Officer, Mr. Rufus Round, and its Chief Financial Officer and Corporate Secretary, Ms. Jessica van den Akker, remain in place as senior management of the Company and are joined by Mr. David Thomas, who has been appointed as Chief Operating Officer of the Company. Mr. Thomas is one of the former shareholders of GlobalBlock and his biography is set forth in the May 17, 2021 press release of the Company (the "May Press Release").
The other three (3) former shareholders of GlobalBlock, Messrs. Karl Thompson, Patrick Bullman and Tim Bullman remain in place as local management of GlobalBlock. Biographies for each of these key managers of the combined Company are also set forth in the May Press Release.
Board of Directors
As set forth in the May Press Release, Mr. Jay Sujir has resigned as a director of the Company and has been replaced by Mr. Stuart Olley. The Company thanks Mr. Sujir for his dedication to the Company. In addition, Mr. David Thomas has been added as a director of the Company. Biographies for Mr. Olley and Mr. Thomas are also set forth in that May Press Release.
The Board of Directors of the Company is now comprised of the following members: Rufus Round, Trevor Gabriel, David Thomas and Stuart Olley. The members of the Audit Committee of the Company now consist of Rufus Round, Trevor Gabriel and Stuart Olley.
Operational Information
At this time, GlobalBlock only accepts United Kingdom and Ireland resident clients or customers for its digital asset broker or trading services. To be specific, measures (including comprehensive AML/KYC procedures) have been implemented to prevent residents in the provinces and territories of Canada and the United States from becoming clients or customers owing to regulatory restrictions.
The Company aims to conduct business to the highest industry standards and within the constantly developing global, regulatory environment with regards to digital assets. GlobalBlock primarily holds client assets through the Qredo custodian platform as described below, and through GlobalBlock's accounts on digital asset exchanges. GlobalBlock has engaged third party digital asset custody provider, Qredo Limited (the " Custodian ") to manage client assets being held internally, through an omnibus account in the name of GlobalBlock. The Custodian accepts an ever growing list of digital assets with more being added, on a frequent basis. The Custodian is not a Canadian or foreign financial institution and is awaiting SOC1&2 attribution, expected in December 2021. The Company is unaware of any related parties between itself and the Custodian. The Custodian is based in London, United Kingdom and utilizes a multi-signature, MPC (multi-party computation), decentralised storage protocol. The Custodian currently provides US$5 million equivalent of insurance per wallet.
Name Change
It is intended that the Company will be renamed "GlobalBlock Digital Asset Trading Limited", or such other name as determined by the Board of Directors of the Company, and as approved by the TSX Venture Exchange. The Company will issue additional press release(s) related to this name change and other material information as it becomes available.
ABOUT THE COMPANY
Helix Applications Inc. is a publicly traded holding company (TSX Venture: HELX) whose wholly owned subsidiary, GlobalBlock Limited (https://www.globalblock.co.uk), is a United Kingdom based digital asset broker that provides a personalised telephone brokerage service, trading platform and mobile app. Established in 2018 by an experienced team of financial services professionals, GlobalBlock Limited acts as a trusted agent serving the digital asset needs of individuals, corporates, institutional financial firms and intermediaries, providing best execution trading and safe custody of digital assets.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Early Warning Reporting
Former shareholders of GlobalBlock, in connection with the Transaction, now own and control common shares of the company as follows:
- Mr. David Thomas (c/o 65 Curzon Street, London , W1J 8PE, United Kingdom ) now owns and controls a total of 12,112,500 common shares of the Company (acquired at an effective price of CAD$1.14 per share), representing approximately 11.57% of the issued and outstanding shares of the Company.
- Mr. Karl Thompson (c/o 65 Curzon Street, London , W1J 8PE, United Kingdom ) now owns and controls a total of 12,112,500 common shares of the Company (acquired at an effective price of CAD$1.14 per share), representing approximately 11.57% of the issued and outstanding shares of the Company.
- Mr. Patrick Bullman (c/o 65 Curzon Street, London , W1J 8PE, United Kingdom ) now owns and controls a total of 12,112,500 common shares of the Company (acquired at an effective price of CAD$1.14 per share), representing approximately 11.57% of the issued and outstanding shares of the Company.
- Mr. Tim Bullman (c/o 65 Curzon Street, London , W1J 8PE, United Kingdom ) now owns and controls a total of 12,112,500 common shares of the Company (acquired at an effective price of CAD$1.14 per share), representing approximately 11.57% of the issued and outstanding shares of the Company.
The Company is advised that the four (4) individuals set forth in the paragraph above acquired these securities for investment purposes and has no present intention to acquire further securities of the Company, although each may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the early warning reports required to be filed by each of those four (4) individuals with applicable securities commissions in connection with this acquisition will be available for viewing under the Company's profile on SEDAR at www.sedar.com .
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information set out in this news release constitutes forward-looking statements or information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release contains forward-looking statements in respect of among other things, the continued and successful development of the businesses of each of the Company and GlobalBlock, the ability of GlobalBlock to obtain the applicable regulatory approvals (including permanent registration with the Financial Conduct Authority in the United Kingdom ) to continue to conduct its business in the United Kingdom , Ireland and other jurisdictions, receipt of requisite approvals for a name change for the Company, the ability of GlobalBlock to successfully expand its products and services and other information concerning the intentions, plans, future action and future successes of the Company, and its businesses, technologies and products described herein. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company's most recent management's discussion and analysis, a copy of which is filed on SEDAR at www.sedar.com , and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Helix Applications Inc.
