Blockchain Holdings Announces Non-Brokered Private Placement of Convertible Debentures

TORTOLA, BRITISH VIRGIN ISLANDS / ACCESSWIRE / September 13, 2019 / Blockchain Holdings Ltd. (the “Company”) (CSE: BCX) announces that it proposes to conduct a non-brokered private placement for aggregate principal amount of up to C$500,000 (the “Offering”), pursuant to which it will issue non-transferable, unsecured convertible debentures (each, a “Debenture”).

The Debentures are proposed to mature 12 months from the Closing Date (the “Term”), bear interest at a rate equal to 6.5% per annum, payable on the first day of the month following the end of each calendar quarter and are convertible as set forth below into common shares of the Company (each, a “Share”) at a conversion price of described below.

The Debentures are proposed to be convertible at the option of the holder into Shares at a price of C$0.60 per share except, in the event that the Company completes a private placement or public offering of equity securities during the Term at prices lower than $0.60, the conversion price becomes the lowest price of such equity securities under such private placement or public offering, subject to the approval of the Canadian Securities Exchange (“CSE” or “Exchange”), provided, however, that such price shall not, in any event, be less than the 5-day volume weighted average trading price of the Company’s Shares on the CSE immediately prior to the date of issuance of the Debentures (the “Conversion Price”).

If the Company’s Shares trade on the CSE at a price of $0.90 per share or greater for five or more consecutive trading days at any time during the Term, the Company will have the right (but not the obligation) at any time thereafter to require Debenture Holders to convert their Debentures into Shares.

The proceeds of the Offering will be used for the funding of strategic acquisitions including the investment in Airbeam 60Ghz Holdings Ltd. (please refer to the February 27, 2019 and March 25, 2019 news releases), general corporate purposes, development of proprietary indexes and ancillary data products for emerging blockchain and digital currency markets.

The Debentures, as well as the underlying Shares, will be subject to a statutory hold period for a period of four months and one day from the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities 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.

About Blockchain Holdings Ltd.

Through our proprietary portal, Blockchain Holdings is developing a suite of services that provide investors and fund managers with unique insights into the growing ecosystem of crypto-assets. captures and aggregates data from different blockchains which gives users an institutional-grade analysis package that forms the basis for an extended suite of product offerings in the future.

For further information, please contact:

Malcolm Burke
+1 604 220 2000

Alan Tam, CFO
+1 604 377‐7575

Wayne Lloyd, CEO
+1 604 629-9975

This press release was prepared by management of Blockchain Holdings Ltd., which takes full responsibility for its contents. The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

Statements in this news release may be viewed as forward-looking statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from those projected. There are no assurances the company can fulfill such forward-looking statements and the company undertakes no obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the Company, some of which are beyond the Company’s control.

SOURCE: Blockchain Holdings Ltd.

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