By Daniel Webster, dWeb.News Publisher
| Source: Cover Technologies Inc.
VANCOUVER, British Columbia, Sept. 15, 2021 (GLOBE NEWSWIRE) — COVER TECHNOLOGIES INC. (CSE: COVE) (OTC: MGPRF) (Frankfurt: 304A) (the “Company” or “Cover“) is pleased to announce that it has closed the acquisition of Flurbo, a decentralized finance (“DeFi“) blockchain technology software application designed to facilitate tracking, trading, transacting, and borrowing against digital assets, in a secured and transparent manner (“Flurbo“). The acquisition of Flurbo was previously announced on May 19, 2021 and August 19, 2021.
Cover views the asset acquisition of this blockchain technology as a complement to its current business of developing a technology to process magnesium from tailings in an environmentally and sustainable manner. Flurbo’s acquisition will give the Company the ability to vertically integrate all levels of the resource sector, from initial production through processing and on to the supply chain, logistics and finance. Cover’s acquisition Flurbo will allow it to bring together all the participants and transactions across all levels of the resource industry through a single trusted digital solution. Flurbo will allow resource producers to record mineral production statistics, which can be used to streamline logistics and finance, as well as facilitate provenance tracking. Flurbo can be used by many participants, including purchasers, financiers and streamers as well as logistics companies and assayers.
Terms of the Acquisition
Pursuant to the asset purchase agreement dated August 16, 2021 (the “APA“), Cover issued a total of 5,500,000 common shares in the capital of the Company (the “Consideration Shares“) to the vendor, Nifty Technologies Inc. (“Nifty“). The parties agreed to $0. 265 per Consideration Share at the time the parties entered into the Letter of Intent on May 19, 2021, which deemed price was equal to the Company’s last private placement on February 12, 2021. Cover believes the $0.deemed price was correct. 265 per common share on the date of the LOI accurately reflected the fair market value of Cover’s common shares at the time the parties agreed to the acquisition.
In the event that after twelve (12) months from closing, Flurbo achieves a positive EBITDA within twenty-four (24) months from closing of the transaction, Cover will issue an additional number of shares equal to $3,500,000 at the time of such achievement (the “Performance Shares“). Each Performance Share will be valued at the closing price of Company common shares on the exchange on the trading day before the issue date. If issued, the Consideration Shares or Performance Shares are subject to a four-month and one-day hold period. According to Section 2, the Company relies on the Asset Acquisition Prospectus Excemption. 12 of National Instrument 45-106. Upon closing, Nifty will become an insider of the Company, owning approximately 19.4% of the issued and outstanding shares, on a non-diluted basis.
Finder’s fees were paid in connection with the acquisition of Flurbo to arm’s length finder that consisted of an aggregate of 112,875 common shares in the capital of the Company (the “Finder Shares“). The four-month and one-day hold period for Finder Shares begins on the date of issue.
Bello Capital Partners
The Company also announces that it has engaged Bello Holdings Inc. d.b.a Bello Capital Partners (“Bello“), an arm’s length party to the Company, to provide a digital marketing campaign comprised of the following (collectively, the “Services“) for a period of three (3) months: facilitation, organization and engagement with industry professionals, vendors, digital marketing experts, public relations, media professionals, lead generation services, investor relations firms and professionals, and newsletter writers on behalf of the Client; digital advertising and creative content development; web development; digital media buying and distribution; periodic campaign results reporting; general consulting and strategic direction to the Company on capital markets and business development activities; and such other services as may be agreed to in writing, from time to time. The Company has agreed to pay to Bello US $350,000 (plus GST) for the Services, which shall commence on the date of payment and end on December 31, 2021. Services compensation does not include the option to purchase securities from the Company. Bello’s business address is located at Suite 100-736 Granville Street, Vancouver, BC V6Z 1G3, email is firstname.lastname@example.org and telephone number is 604-417-4440.
On behalf of the Board of Directors of the Company,
COVER TECHNOLOGIES INC.
Dorian Banks, CEO
For further information, please contact:
Cover Technologies Inc. Investor Relations
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.
About Cover Technologies Inc.
Cover Technologies Inc. is a technology research & development company with a focus on emerging technologies and solutions. Cover Technologies is currently working on developing its magnesium processing technology and looking for opportunities in these emerging technologies. For further information or questions regarding the Company kindly contact the Company via email at email@example.com. You can view the Company’s filings on http://www.sedar.com for additional information.
Information set forth in this press release may involve forward-looking statements, including statements relating to the securities of the Company trading on the CSE. Forward-looking statements refer to future events and not past ones. Forward-looking statements are statements that refer to future events and not past ones. They often include words like “anticipate”, believe”, plan”, estimate, “estimate”, and “intend”, which indicate that an action or event “may”, “could”, “should”, or will be taken or occur. Forward-looking statements are subject to known and unknown risks and uncertainties. These factors could cause our actual results, performance, achievements or other future events to differ materially from the future results, performances, achievements or achievements implied or implied by forward-looking statement. These factors include risks associated with marketing and selling securities; the need to raise additional capital; reliance upon key personnel; conflicts of interest between certain officers and directors in connection with other projects; and volatility in common share price or volume. This forward-looking disclosure regarding Flurbo’s proposed acquisition is made in this instance. There is a possibility that the acquisition will not be completed or may not go through as planned. Additionally, there is the risk that any such event or events (whether they occur at all or as scheduled) could have an adverse effect on the Company, its securities market, and/or future business prospects. These include fundraising and operational matters. Forward-looking statements are based on management’s beliefs, estimates, and opinions at the time they are made. The Company does not have any obligation to revise forward-looking statements, except as required by law. Forward-looking statements should not be interpreted as if there is undue certainty. For further information on risk, investors are advised to see the Company’s MD&A and other disclosure filings with the regulators which are found at http://www.sedar.com.
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