VERDUN, Québec and NEW YORK
-- June 27, 2019 -- InvestorsHub NewsWire -- Prime
Blockchain Inc. (“Prime Blockchain” or the
“Company”) announced that it has entered into a
binding letter of intent (the “LOI”) with
Potbotics Inc. o/a RYAH (“RYAH”), a leading data
aggregation and technology company focused on the global
plant-based medical market. The LOI outlines the proposed terms and
conditions by which Prime Blockchain and RYAH will effect a
business combination that will result in a reverse takeover of
Prime Blockchain by RYAH and its security holders (the
“Proposed Transaction”).
RYAH has become a big data
market leader by focusing on its core suite of products: RYAH dose
measuring vaporizer and data aggregator, PotBot and RYAHMD. RYAH is
a clinical-grade vaporizer able to capture the amount of vapor a
patient inhales while collecting real-time strain data in
conjunction with a patient’s dosing experience. PotBot is a market
leading cannabinoid recommendation engine, and is able to recommend
strains, educate patients on the use of cannabis as a medicine, and
provide local business destinations for patients to find the
product that would work best for their medical indication. RYAHMD
empowers doctors with the tools to recommend plant-based strains,
products and protocols, to schedule appointments, and to care for
their patient population by leveraging RYAH’s AI powered data
ecosystem, in an easy-to-use dashboard.
Greg Wagner, RYAH’s Chief
Executive Officer, commented, “This new Letter of Intent was
executed for the purpose of accelerating our listing plans on the
CSE and further reflects our commitment to provide liquidity,
transparency and new opportunities to strategic partners, future
investors and current investors alike.”
Terms of the
Transaction
The Proposed Transaction
will be structured as an amalgamation, arrangement, takeover bid,
share purchase or other similar form of transaction or a series of
transactions that have a similar effect, with Prime Blockchain
directly or indirectly acquiring all outstanding securities of
RYAH. The final structure for the Proposed Transaction is subject
to satisfactory tax, corporate and securities law advice for both
Prime Blockchain and RYAH.
Completion of the Proposed
Transaction is subject to a number of conditions, which include
receipt of all necessary securityholder and regulatory approvals,
the execution of definitive transaction documents, and conditional
approval of the listing of the shares of the resulting issuer (the
“Resulting Issuer Shares”) on the Canadian
Securities Exchange (the “CSE”). The CSE has not
yet reviewed the Proposed Transaction and listing of the Resulting
Issuer Shares will be subject to meeting the CSE listing
requirements.
In connection with the
Proposed Transaction, the Company will be required to, among other
things: (i) change its name to such name as RYAH instructs and that
is acceptable to applicable regulatory authorities; (ii)
consolidate its outstanding common shares such that the existing
shareholders of the Company retain an aggregate of C$1.05 million
in Resulting Issuer Shares; (iii) replace all directors and
officers of the Company on closing of the Proposed Transaction with
nominees of RYAH; and (iv) create a new class of super voting
shares and of subordinate voting shares. A special meeting of
Prime Blockchain shareholders to approve these and other matters
relating to the Proposed Transaction will be called shortly, with
further details to follow in a management information
circular.
Further details of the
Proposed Transaction will be included in a listing statement to be
prepared and filed with the CSE, and in subsequent news releases
and other public filings.
On Behalf of the Board of
Directors of Prime Blockchain Inc.
Serge Beausoleil,
CEO, CFO and Director
For more information please
contact:
Potbotics Inc. o/a
RYAH:
Potbotics Inc. o/a RYAH is
a leading data aggregation and technology company focused on the
global medical cannabis market. With a robust artificial
intelligence platform that aggregates and correlates HIPAA
compliant medical data, RYAH helps doctors and patients personalize
cannabis to better predict treatment outcomes. RYAH developed a
state-of-the-art personalized, plant-based medicinal recommendation
engine, aggregated a world-class database of peer reviewed studies
on the efficacy of cannabis as a medicine, created a patient
management suite for cannabis doctors and clinics to enhance
patient engagement and recurrence, and produced an accurate,
elegant smart dose vaporizer that can track strains and patient
experience, from seed to consumption.
All information
contained in this news release with respect to RYAH was supplied by
RYAH for inclusion herein and the Company has relied on the
accuracy of such information without independent
verification.
As noted above,
completion of the Proposed Transaction is subject to a number of
conditions, including listing of the Resulting Issuer Shares on the
Canadian Securities Exchange. There can be no assurance that the
Proposed Transaction will be completed as proposed or at
all.
Investors are cautioned
that, except as disclosed in the management information circular or
listing statement of the Company to be prepared in connection with
the Proposed Transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete
and should not be relied upon. Trading in the securities of Prime
Blockchain should be considered highly
speculative.
This news release does
not constitute an offer to sell, or a solicitation of an offer to
buy, any securities under from RYAH in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is
available.
Forward-Looking
Information and Statements
This press release
contains certain “forward-looking information” within the meaning
of applicable Canadian securities legislation and under applicable
laws of the United States. Such forward-looking information and
forward-looking statements are not representative of historical
facts or information or current condition, but instead represent
only the Company's beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently
uncertain and outside of the Company's control. Generally, such
forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or may contain statements that certain actions, events
or results “may”, “could”, “would”, “might” or “will be taken”,
“will continue”, “will occur” or “will be achieved”. The
forward-looking information and forward-looking statements
contained herein may include, but are not limited to, information
concerning the Proposed Transaction, expectations regarding whether
the Proposed Transaction will be consummated, including whether
conditions to the consummation of the Proposed Transaction will be
satisfied, the timing for holding a special meeting of shareholders
of the Company to approve matters relating to the Proposed
Transaction, expectations for the effects of the Proposed
Transaction or the ability of the combined company to successfully
achieve business objectives, expectations regarding the
availability of additional financing, and expectations for other
economic, business, and/or competitive
factors.
Although the Company
believes that the assumptions and factors used in preparing, and
the expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or guarantee can
be given that such forward- looking information and statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.