Mukuba Announces Closing of Private Placement by FogChain, Inc.
Not for distribution in the U.S. or over U.S. newswire services.
VANCOUVER, British Columbia, March 07, 2018 — Mukuba Resources Limited (TSXV:MKU.H) (“Mukuba”) is pleased to announce that, in connection with the proposed business combination previously announced on January 23, 2018 (the “Transaction”) of Mukuba with FogChain, Inc. (“FogChain”), a private corporation existing under the laws of the State of Delaware, FogChain has closed its private placement financing (the “Private Placement”) of an aggregate of 9,803,649 subscription receipts (the “Subscription Receipts”) at a price of C$0.54 per Subscription Receipt for gross proceeds of C$5,293,970. Canaccord Genuity Inc., Haywood Securities Inc. and PI Financial Corp. (collectively, the “Agents”) were engaged to act as FogChain’s agents in connection with the Private Placement pursuant to an agency agreement dated March 6, 2018 among the Agents, Mukuba and FogChain. The Subscription Receipts were issued pursuant to terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) dated March 6, 2018 entered into among FogChain, Canaccord Genuity Inc. and TSX Trust Company (the “Subscription Receipt Agent”).
Concurrent with the closing of the Private Placement, FogChain issued an additional 180,235 Subscription Receipts for gross proceeds of C$97,326.90 on a non-brokered basis to certain U.S. resident subscribers issued pursuant to applicable exemptions under U.S. securities law.
Each Subscription Receipt will convert into one common stock in the capital of FogChain (a “FogChain Common Share”) immediately prior to the completion of the Transaction. Pursuant to the Transaction, the security holders of FogChain will become majority security holders of the combined entity (the “Resulting Issuer”). Upon closing of the Transaction, the FogChain Common Shares will be exchanged for common shares in the capital of Resulting Issuer (the “Resulting Issuer Common Shares”). All proceeds from the Private Placement will be held in escrow pending satisfaction of all the escrow release conditions pursuant to the Subscription Receipt Agreement with the Subscription Receipt Agent, including the completion of the Transaction (the “Escrow Release Conditions”).
In connection with the Private Placement, the Agents received a cash commission equal to 7.0% of the gross proceeds of the Private Placement, 50% of which has been paid to the Agents and 50% of which is payable upon satisfaction of the Escrow Release Conditions and currently held under the terms of the Subscription Receipt Agreement with the Subscription Receipt Agent. FogChain has further issued to the Agents common stock purchase warrants (the “Company Broker Warrants”) of FogChain equal to 7.0% of the securities sold pursuant to the Private Placement. The Company Broker Warrants are exercisable for a period of 24 months from the date of the closing of the Transaction (the “Closing Date”).
Upon satisfaction of the Escrow Release Conditions, the Company Broker Warrants will be cancelled and replaced with common share purchase warrants (the “Resulting Issuer Broker Warrants”) of the Resulting Issuer equal to 7.0% of the total number of Subscription Receipts issued under the Private Placement. The Resulting Issuer Broker Warrants are exercisable for a period of 24 months from the Closing Date.
ON BEHALF OF THE BOARD of DIRECTORS
MUKUBA RESOURCES LIMITED
President and Chief Executive Officer
Tel. +1 (416) 848-9407